Hydrix Limited
Annual Report 2021

Plain-text annual report

Growth through medtech innovation Hydrix annual report 2021 Our vision Improve a billion lives To achieve our vision of improving a billion lives, our mission is to develop, invest in, and commercialise new and innovative medical technologies: Products which satisfy unmet needs, significantly improve patient quality of life, and reduce cost burdens of chronic health diseases on global healthcare systems. We have the talent and know-how to identify and develop high potential medtech product winners to deliver superior stakeholder value. 2 Executive Chairman’s letter 3 FY21 business highlights 6 A medtech strategy to drive growth 8 A cardiovascular technology focus 10 An innovation culture for market success 12 Picking winning ventures 14 Developing award winning products 16 Introducing LUDO 18 Global expansion to drive growth 19 People. Culture. Values. 20 Corporate directory 21 Financial statements 1 Hydrix annual report 2021 Gavin Coote Executive Chairman As we pursue our strategy to become a global medtech company, we look forward to initial cardiovascular product revenues in CY 2022. I would like to begin with a personal note of gratitude to our investors, each Hydrix employee, the Board members, our customers, suppliers, and business partners. You all play a critical and pivotal role in our collective purpose and bold vision to improve a billion lives. Our vision, purpose and stated objectives will drive, sustain, and guide us. It will be our compass and measurement through which we create significant growth trajectory to build a formidable business enterprise and achieve superior stakeholder returns. Our vision for 2025 Hydrix’s history as a specialist product design and engineering consulting company make us unique in highly regulated markets. Our future is to build and expand on this rich experience to become a primarily medtech product development and distribution company, with a focus on cardiovascular products and services. products in market Our objective is to have, by 2025, at least three cardiovascular producing significant revenues – many times that of the existing consulting business. Covid-19 has slowed the rate of implementation, but we already have two cardiac products under distribution arrangements in place. The first is AngelMed, with distribution rights in eight Asia Pacific countries, to begin roll out in CY2022. The second is Phyzhon, where rights cover Australia and New Zealand, also to begin market development in CY2022. With additional company and technology evaluations underway we are making exciting and steady progress towards that vision. Building a global medtech company investment The successful execution of Hydrix’s strategy is focused on three important value drivers: Talent, Strategy, Risk (TSR). Each strategic initiative we undertake must pass a simple test: it fits the company purpose; it is good for customers; we can deliver; and the company can create value for all stakeholders. I will describe briefly what we are doing in each of these key value drivers. Talent (T) focused on business development We are resource future proofing our human infrastructure to support our 2025 global growth objectives. We are focused on how best to evolve our employee value proposition to exceed the needs of a more agile, work anywhere, anytime workforce; one that is capable of adapting to a more complex world that restricts face to face engagement that is traditional to building deeply connected, enduring relationships. Over the last 12 months we strengthened our high calibre talent pool across product engineering, program management, regulatory, clinical, and importantly, our cardiac medical device sales and operations leadership. We ended the year with 70 employees located across Australia, USA, Europe, and Singapore. Hydrix annual increased employee engagement survey substantially year on year to the Company’s highest ever recorded level; proof-positive our talent management strategy is working. results Strategy (S) product innovation & commercialisation know-how driving growth In 2021, a majority of Hydrix revenues were product development services provided to external clients; many of those clients are developing emerging cardiovascular technologies. While revenues to external clients were down 50% year on year, some product development resources were expended on Ventures efforts which provide potential for future equity returns in lieu of fee revenues. The carrying value of Hydrix ventures grew 27% to $2.85 million during the year. The portfolio value could grow more than five-fold as commercialisation milestones are achieved by our investee companies over the next 24 months and beyond. Investment returns, in the future, can be reinvested to fund further growth opportunities. Risk (R) to deliver commensurate rewards To achieve growth and create value requires appropriate risk-taking and implementation of enterprise risk- management systems. The business is well led and governed. The Board and leadership team each have FY21 business highlights Made seven sales and implants of the AngelMed Guardian, the world’s only implantable heart-attack detection device, establishing market credibility for the technology ahead of planned commercial sales Completed significant regulatory milestones advancing us closer to commercial sales of the Guardian Invested in sales and business development to drive growth in future product sales and product development services Announced exclusive agreement to distribute Phyzhon Health’s novel cardiovascular technology Recorded receipts of $9.9 million and net cash used in operating activities of $1.9 million Recapitalised the company, paid off all secured debt, ended with $6.6 million cash on hand 2 3 Hydrix annual report 2021 Hydrix annual report 2021 decades of experience leading, governing, and growing businesses both big and small that create meaningful stakeholder returns. We continue to review and reshape how we manage Talent to execute Strategy and manage a high growth Risk-adjusted investment agenda to achieve our goals. Pathway to sustainable growth and profitability We successfully recapitalised the business raising net $12.75 million in equity and discharged $5.0 million debt and interest costs. We ended the year with $6.6 million cash on hand. Hydrix listed options have the potential to raise $2.3 million if fully exercised (ASX: HYDO $0.12 exercise price, 31 July 2022 expiry). The intended use of available capital is to continue to support and advance: • • • Sales, marketing, operations, and regulatory efforts to build towards commercial sales of cardiac products commencing in CY 2022 Investments in existing and new high potential medtech products Product development services working capital requirements The audited financial accounts reflect the important investments we are making to build a high growth, cardiac medtech product sales operation, despite the difficult trading conditions experienced in client product development services. The Covid-19 pandemic has not discouraged us from pursuing our vision and purpose. The reported loss from ordinary activities after tax was $9.8 million. After allowing for non-cash expenses and intangible asset adjustments, and working capital movements, that loss translates to $1.9 million of net cash used in operating activities. A significant amount of the loss from ordinary activities is attributable to product development services, which was significantly impacted by: • Difficult trading conditions caused by the pandemic, such as client project deferrals, funding and budget constraints, hard lockdowns hampering prospecting and face to face client engagement, supply chain component availability and increased lead times, and restricted access to product development facilities and clinics • • • Future proofing services business client development, making appointments in the USA and Europe to better support our global client base and improve sales prospecting outcomes Investing in product development know-how, systems, tools, and platform technologies to advance our global competitiveness Supporting clients, including through expending resources to develop stronger positions in venture investments for future equity returns We remain optimistic that business conditions will improve beginning in the coming year. For historical context, you might recall sales revenues to external clients in the pre-Covid-19 6-month period to 31 December 2019, grew 44% over the comparative prior year period; our focus remains on returning to growth. Importantly, we also invested significantly in cardiac product sales operations, regulatory and reimbursement applications, and evaluating additional medical product opportunities, all to pursue new sales growth. While the financial accounts don’t yet reflect the significant progress made transforming Hydrix into the Global MedTech Product Company we plan to be, we remain confident we are on the right track. The most important focus for Hydrix right now is taking care of our customers and creating value from our investments for all stakeholders. The future creates the challenge to think big Where are we on our journey for long term business success? What we aspire to, is to be a highly successful ASX-listed global medical technology company which improves people’s health, safety, and well-being. For many of today’s successful ASX-listed medtech companies who have achieved significant and sustained 20, 30, 40-plus times share price growth over a 10-plus year period, the path has been more of a marathon, than a sprint. Today we are building the solid foundations inspired by the possibilities of a similar trajectory guided by a very clear and singularly focused purpose to improve a billion lives. We believe the course we have chartered, each investment decision we make, and will continue to make in medtech technologies, is a catalyst for long term sustainable growth and a creator of significant value for all stakeholders. The Board, the Hydrix team, and I, remain passionately committed to our collective purpose that underpins the long-term success for Hydrix. We are positive and unwavering in our commitment about our future prospects and outlook and are delighted to have you join us on this important journey. Improving a billion lives matters. Sincerely, Gavin Coote Executive Chairman Sales & Distribution We identify breakthrough medical products for development and distribution Product innovation Our design, engineering and regulatory capability transforms ideas into commercial products Venture investment We invest in high potential, early-stage medical device companies Maximum impact as a medtech product company 5 Hydrix annual report 2021 A medtech strategy to drive growth A primary focus for Hydrix is investing in the large addressable market of cardiovascular device technologies 31% Percentage of all global deaths from cardiovascular disease $70-80 B Estimated global CVD device market for 2027 Ambulatory Monitoring Devices Interventional Devices Cardiac Rhythm Management Cardiovascular Surgery Devices $3.8 B Global Market 2020 Estimated 2027 $17.5 B Global Market 2020 $20.4 B Global Market 2020 Estimated 2027 Estimated 2027 $6.7 B $26.8 B $31.2 B $1.9 B Global Market 2020 Estimated 2027 $2.1 B investment focus for Hydrix A significant is the large addressable market of cardiovascular device technologies. It is a US$60 billion global market growing at a CAGR of 6.9%, due to 14% of the global population suffering from cardiovascular disease. The statistics are remarkable: • Cardiovascular disease is the world’s • • leading cause of death 520 million live with CVD 1 in 5 people aged less than 70 will die from CVD Over the past 18 months, Hydrix acquired the rights to exclusively distribute unique cardiac devices in the APAC Region: • AngelMed Guardian, the world’s only patient • implantable heart attack alert system Phyzhon, a unique pressure sensing guidewire used in the treatment of patients with coronary artery disease, during interventional procedures, in particular stent placement It is anticipated that significant revenue growth will come from Hydrix Medical sales from calendar year 2022 onwards. In line with strategy, we continue to undertake assessment and due diligence of companies, devices and technologies that have a potential fit within our cardiac product portfolio. The Guardian market opportunity alone has potential to be a significant catalyst for Hydrix. For example, the Guardian: • Satisfies an unmet need for more than 500,000 APAC-region patients suffering annually from acute coronary syndrome events (including silent heart attacks) • Has no like-for-like competitive product • Can deliver strong revenues and gross profit margins based on predicate market pricing in the USA and Singapore • Can achieve 1% to 3% of the unmet market, which equates to annual product revenues of $35 million to $100 million delivering strong cash flow earnings A successful market launch of the Guardian will be a catalyst to access additional medtech products, venture investing, and product development opportunities. Growth in product revenues is the catalyst to drive market value Product Sales Investment Returns Design Services 2021 >2025 7 Hydrix annual report 2021 A cardiovascular technology focus Improving patient quality of life and well-being through introducing new medical technologies Paul Kelly General Manager Hydrix Medical As General Manager of the Medical division of Hydrix, an integral part of my role is the identification, selection and introduction of new technologies and treatments that align with our cardiac device market strategy. This includes distribution deals, venture investments, and potential product acquisitions. With market experience that spans more than 40 years, I’ve been lucky to have shaped the medical technologies landscape in Australia, introducing many outstanding devices that the community has benefited from including: • • Coronary Stents Advanced Cardiac Pacing Systems • Heart Valve Replacement Devices I am building on long time relationships with senior management of many international companies that are involved in the development of new cardiac technologies and treatments. The medical device market is undergoing a major change with more treatments becoming less invasive, requiring less hospital time, and allowing patients to return to home earlier. The importance of returning cardiovascular patients home sooner to go about their daily lives and be with their loved ones cannot be underestimated. As a team we understand the needs of the cardiovascular market and are identifying emerging medical devices and technologies that will provide a platform for long term sustainable product revenue and earnings growth. 520 million people live with CVD & 18.6 million die each year Diagnosis of heart attack is complex with atypical or even silent symptoms Symptoms of heart attack in women are less obvious than for men Vickie Edwards Director Sales & Operations Hydrix Medical As a 20+ year veteran in the cardiovascular device commercialisation space, and with a background in cardiac and ICU nursing, I am excited to have joined the Hydrix team as Director Sales & Operations to lead efforts to bring new and innovative products to market. It has been a very busy and rewarding past 12 months for Hydrix Medical with a number of milestones reached and I expect many more to follow. We were proud to announce the first commercial implants of the AngelMed Guardian performed by Dr Leslie Lam in Singapore in August 2020. These were followed by further implants in October 2020 and January 2021 under special access schemes. All patients are doing very well. Two further sites in Singapore were recently granted special access permits to implant the Guardian. immediately AngelMed received FDA approval in June for the Gen 3 AngelMed Guardian. Hydrix in-house regulatory team lodged regulatory submissions for approvals in Australia, NZ and Singapore, and commenced preparations for regulatory submissions in Thailand, Malaysia, Indonesia, and Hong Kong. Subject to regulatory timelines, approvals are expected to be received throughout CY2022, with TGA approval in early CY2022. NZ WAND listing was completed in September 2021 and we expect to commence sales once NZ emerges from hospital elective surgery lockdowns due to Covid-19. Commercial sales are expected to commence in Australia after receipt of TGA approval and completion of applicable reimbursement scheme approvals. In this regard, in Australia, we are working to secure a Medical Benefits Scheme (MBS) Item number and Prosthetic listing for the AngelMed Guardian. Once complete, private health insurance patients will be eligible for reimbursement of the procedure and device. Public hospital patients will also be eligible for medical coverage under public health scheme arrangements. In terms of generating market awareness of the Guardian, regulatory approvals are required prior to marketing the Guardian into our target geographies. We are, however, permitted to build awareness through participation in key trade events. In January this year we held a seminar on the AngelMed Guardian at Singapore Live 2021, Asia’s pre-eminent annual live course in cardiac interventions. The event was moderated by Dr Leslie Lam, Farrer Park Hospital in Singapore with presentations by USA-based Drs Kelly Tucker, David Fischell and Andrew Kaplan. This event was followed with virtual attendance and promotion of the Guardian at the CSANZ (Cardiac Society of Australia and New Zealand Meeting) in August. Building from awareness generated at these events, we are working with prospective master distributors in South East Asia to sub-distribute the AngelMed Guardian into Malaysia, Hong Kong, Thailand and Indonesia. We will sell direct to market in Singapore. We are working with a major private cardiac group towards an arrangement whereby they will undertake pre-approval implants under an Australian Clinical Registry for the AngelMed Guardian, data for which will be collated to further support the potential benefits of the Guardian alert system. In regards to early market adoption of the Phyzhon Phyrari FFR catheter guidewire, the first in human study while having been delayed for various reasons, is still expected to commence and complete in the December quarter 2021. And finally, marketing and awareness activities are ramping-up, and we continue to engage with key opinion leaders in the cardiac industry to help commence commercial sales in CY2022. Much was achieved in 2021 to lay the foundations upon which we will build a global medtech company; I fully expect 2022 will be the year in which the hard work will begin to pay off and we’ll see exciting growth shoots! 9 Hydrix annual report 2021 Building an innovation culture for market success Global clients expect broad innovation capability in their development partners Michael Trieu General Manager Hydrix Services It’s been a year of growth for our product design and engineering the ongoing teams, notwithstanding disruptions and lockdowns. We advanced and matured our flexible work-from-anywhere arrangements with improved tools and processes, creating a more collaborative and engaging environment for project teams and we continue to see efficiencies across project operations because of these improvements. To prepare for a return to the office we have been revitalising our work environment, focusing on the creation of innovative and collaborative spaces, which is in line with our strategy of continuously improving our innovation credentials. Through the recruitment of senior business development personnel in both the USA and Europe, we have created a more certain business opportunity funnel, while establishing a global presence close to our major markets. Growing our innovation culture is fundamental to the success of our design & development offering Launch Manufacture Distribution & Sales Prototype Market Release Design & Engineer Regulatory & Clinical Guidance Commercialisation Strategy Hydrix offers a comprehensive and unique product realisation offering 10 11 Some of the exciting projects the team has been engaged with in the last year include: • Market insights and voice of customer research in the US and EU to enable launch of our proprietary cardiac platform, LUDO• Non-invasive brain trauma injury (BTI) monitoring prototypes to use in early clinical studies intended to be developed into commercial products that create a new standard in patient care• Improving ergonomics and functional control systems for a robotic exoskeleton to significantly enhance patient and physician usability• Safety critical software and electronics control device for a novel mechanical heart pump• A cardiac technology device intended to enable doctors and nurses to deliver better care in Neonatal Intensive Care Units• Development of cloud based IoT utilities technologies with applications in domestic water supply• Development of an advanced radiation imaging technology for industrial, military and security applicationsAt Hydrix, we pride ourselves with having the best and brightest, not just in design and engineering but also in areas such as regulatory, clinical affairs and commercialisation. It is this high calibre foundation that allows us to provide award-winning commercialisation solutions to accelerate products on the road to success.I would like to thank every person in Hydrix who has helped transform so many concepts to real world successful products – continuing our voyage to improve a billion lives.Hydrix annual report 2021 Hydrix annual report 2021 Picking winning ventures in medical technologies Generating equity returns through investing in high potential clients Cyban Gyder Memphasys AngelMed *For illustrative purposes only Launch Manufacture Distribution & Sales Prototype Market Release Design & Engineer Regulatory & Clinical Guidance Commercialisation Strategy Each of Hydrix’s venture companies takes advantage of our unique product realisation offering 12 Venture investment growth The proportion of our early-stage medtech client ventures which were revalued on milestone events during the past 12 months increased 36.5%, with the overall investment portfolio value increasing from $2.2m to $3.1m including revaluations and additional investments.* * On a constant currency basis, excluding unrealised FX impacts Our portfolio includes ASX-listed Memphasys, private Melbourne-based companies Cyban and Gyder, and US-based AngelMedical Systems. Hydrix continues to actively assist each company in its development journey and we remain very excited for the future prospects of each organisation. +10.3% increase in value Memphasys - Felix, a unique technology to separate high quality sperm for improved IVF procedures +54.2% increase in value Gyder Surgical - an intra-operative surgical navigation system to assist surgeons position implants during total hip arthroplasty +16.7% increase in value Cyban - non-invasive continuous tissue oxygen monitor measuring cerebral (brain oxygen) in intensive care and ED Anticipate significant value uplift in FY22 AngelMed USA - the world’s first implantable heart attack alert device 13 Hydrix annual report 2021 Hydrix annual report 2021 Developing award winning products Ansto Coris 360 x2 Hydrix recently worked with ANSTO (Australian Nuclear Science and Technology Organisation) on the development of a breakthrough Gamma radiation detection system, the CORIS360™. To keep workers safe and improve decision making for those working in radioactive environments, it is critical to identify and locate sources of radiation quickly and accurately. ANSTO’s novel platform imaging technology, CORIS360®, makes the invisible visible, by identifying and imaging the exact location of radiation sources. Hydrix assisted with the product development including industrial design, Graphical User Interface (GUI) development, software architecture and thermal design. Our role was critical in enabling the device to meet the robustness and long-term performance required in such demanding environments. CORIS360 was recently awarded two Good Design Gold Awards in both product design and engineering catagories. “It was a pleasure to collaborate with the Hydrix team on the development of the CORIS360. They assisted our physicists and engineers to refine what was a technical concept into a commercial product. Their experience and involvement in this project was critical in creating a product that is now designed with the user in mind, from deployment through to device operation. Hydrix has helped ANSTO Detection and Imaging realise its first commercial product, and one that we are proud to take to market”. Rosanne Robinson General Manager Business Development & Commercialisation ANSTO 14 15 Hydrix annual report 2021 Hydrix annual report 2021 Introducing LUDO An award winning MCS development platform To address the continued rise in cardiovascular disease, there is an urgency to develop smarter and safer mechanical (pump) technologies to assist or replace damaged hearts in both adults and children. As a leader in the development of cardiac assist device control systems Hydrix identified a common need among companies developing artificial hearts and mechanical circulatory assist devices (MCS). Control systems for these devices are incredibly complex. Hydrix has developed a first of kind MCS ‘platform technology’ for emerging MCS innovators which they can tailor to meet their development needs, and enable them to derisk and accelerate their MCS device development. LUDO has been warmly received in the evolving MCS market. It was recently awarded a Good Design Award in recognition of its industry-changing design features. Building on 10 years of Mechanical Circulatory Support (MCS) market engagement 2010 2015 2020 AUS Pneumatic VAD AUS Intravascular VAD USA TAH EU VAD AUS VAD VAD USA Pneumatic VAD USA VAD UK pVAD AUS In preparing for the launch of LUDO, we undertook market insights and research across global MCS markets. What this work revealed was that Hydrix has a very strong reputation as a market-leader in cardiac-assist device development. It also helped us create a go-to-market strategy that is proving very successful, resulting in substantial awareness of both LUDO and Hydrix across medical device innovators. LUDO with the mock loop at Monash University’s CREATElab 17 Hydrix annual report 2021 Global expansion to drive growth Hydrix is growing a global network employees, customers and suppliers travel restrictions was In a year of disruption, one positive outcome from the Covid-19 pandemic acceleration to recruit experienced medtech business development executives in the USA and Europe. This has enabled us to be closer to key clients as we expand global revenue prospects. Hydrix representatives are now located in Melbourne, Sydney, Singapore, Malmö and Minneapolis. Employees 70 International clients 16 FY21 new projects 26 Malmö 10% FY21 revenue Europe Minneapolis 13% FY21 revenue USA Singapore 77% FY21 revenue Asia Pacific Melbourne Sydney 18 Our values Exceed Expectations Champion Innovation Be Courageous Unleash Our Potential People. Culture. Values. The bedrock upon which to achieve our vision to improve a billion lives and our mission to build a successful global medtech company, is our people. We are focused on creating a culture and identity to which our people feel connected. The values and behaviours we are committed to engage with all our stakeholders are as follows: • • • • Exceed Expectations - we deliver outstanding outcomes for all stakeholders Champion Innovation – we apply initiative and creativity to tackle tough problems Be Courageous – we respect honesty, transparency and diversity of thinking Unleash Our Potential – we empower everyone to achieve their best performance Challenge your limits Don’t limit your challengesHydrix annual report 2021 Corporate directory Directors Mr Gavin Coote (Executive Chairman) Ms Julie King (Non-Executive Director) Ms Joanne Bryant (Non-Executive Director) Mr Paul Wright (Non-Executive Director) Company Secretary Ms Alyn Tai Registered Office Principal place of business Share register 30-32 Compark Circuit Mulgrave VIC 3170 Phone: (03) 9550 8100 30-32 Compark Circuit Mulgrave VIC 3170 Boardroom Pty Limited Grosvenor Place Level 12, 225 George Street Sydney NSW 2000 Auditor Grant Thornton Audit Pty Ltd Collins Square, Tower 5 727 Collins Street Melbourne VIC 3008 Solicitors Holding Redlich Level 8, 555 Bourke Street Melbourne VIC 3000 Stock Exchange Listing Hydrix Limited's shares are listed on the Australian Securities Exchange (ASX code: HYD) Websites www.hydrix.com www.hydrixmedical.com Country of incorporation and domicile Australia Financial statements For the year ended 30 June 2021 ABN: 84 060 369 048 General i nfo rmation The financial statements cover Hydrix Limited as a consolidated entity consisting of Hydrix Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Hydrix Limited's functional and presentation currency. Hydrix Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Reg is ter ed of fic e 3 0- 32 Com park Ci rcu i t Mu lgrave VIC 31 70 Prin c ipal p lace of business 3 0- 32 Co mp ar k Cir cuit Mu lgrave VIC 3170 A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 31 August 2020. The directors have the power to amend and reissue the financial statements. 22 Directors’ report 35 Auditor’s independence declaration 36 Consolidated statement of profit & loss 37 Consolidated statement of financial position 38 Consolidated statement of changes in equity 39 Consolidated statement of cash flows 40 Notes accompanying the financial statements 77 Directors’ declaration 78 Independent auditor’s report 82 Additional securities exchange information 20 21 Hydrix annual report 2021 Hydrix annual report 2021 Directors’ report The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Hydrix Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2021. Directors The following persons were directors of Hydrix Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: 22 Gain Coote Executive Chairman Appointed as Non-Executive Director 12 January 2017; appointed as Non-Executive Chairman 28 March 2017; appointed as Executive Chairman 1 January 2020 Mr Coote brings 25+ years executive leadership in corporate and financial strategy, and private equity. His experience includes 5 years with PricewaterhouseCoopers in Australia and the USA, a decade in technology mergers & acquisitions, corporate development, and venture investing in the United States, and fifteen years in Australian private equity in various sectors healthcare, industrial and residential construction materials, leisure and hospitality, and sports and entertainment. He has played significant roles in several turnaround and acquisition-led growth strategies culminating in successful trade sales. These include NASDAQ-listed Platinum Technology Inc., where revenues grew from $100 million to over $1 billion in 4 years driven by organic revenue growth and 40+ acquisitions, and eventually sold to CA Technologies for $3.5 billion, and several above-average SME private-equity exits. Gavin has a Bachelor of Economics & Politics (Accounting) from Monash University, a Masters of Business Administration from University of Michigan, and is a Graduate of the Australian Institute of Company Directors. Joanne Bryant Non-Executive Director Appointed 29 November 2016 Ms Bryant brings more than 40 years’ of experience in the health sciences as an occupational therapist, trainer and vocational specialist. Currently, she is using this expertise to provide forensic opinion as a vocational specialist to the Victorian court system in addition to running a small clinical practice. She has worked for many years as an approved Rehabilitation Provider, providing injury management services to both Commonwealth and State organisations. Ms Bryant is a Member of the Australian Association of Occupational Therapists and a member of the GriefLine Board. She also manages a small privately owned investment company. Julie King Non-Executive Chairman Appointed 28 March 2017 Ms King holds a Bachelor of Commerce degree from the University of Melbourne. With 40 years’ experience in various industries including utilities, maritime, airline, banking and FMCG, she is a specialist in commercial negotiations and leading high performance leadership and culture programs. Ms King currently operates a private philanthropic family Foundation and is a Graduate of the Australian Institute of Company Directors. Paul Wright Non-Executive Director Appointed 8 August 2018 Mr Wright has spent 18 years as CEO of three of Australia’s leading international technology companies. At ASX-listed Universal Biosensors (“UBI”), Paul built long term partnerships with global diagnostics leaders Siemens Healthcare and Johnson & Johnson, and led the company through a period of strong growth and new product development. Before UBI, Paul was CEO of Invetech (1999-2007), an internationally renowned product design and development company, and Vision BioSystems (2007-2008), the major subsidiary of ASX-listed Vision Systems Limited that developed, manufactured and marketed diagnostic instruments and consumables to pathology laboratories worldwide. Prior to this, Paul spent over 8 years working in Europe, North America and Asia with corporate strategy consultants Bain & Company, advising multi-national clients on growth strategy, mergers and acquisitions, and manufacturing improvement. As General Manager of Corporate Development at TNT Logistics, Paul played a key role in the development of a major contract logistics business in Asia establishing Joint Venture businesses in China, Malaysia, and Indonesia. Paul has a Masters Degree in Engineering from the University of Cambridge, has studied corporate finance at the London Business School, and is a Fellow of the Australian Institute of Company Directors. 23 Hydrix annual report 2021 Hydrix annual report 2021 Hydrix Limited Directors' Report 30 June 2021 Directors stated: Mr Gavin Coote Executive Chairman January 2020 Ms Julie King Non-Executive Director Appointed 28 March 2017 Directors. Ms Joanne Bryant Non-Executive Director Appointed 29 November 2016 Mr Paul Wright Non-Executive Director Appointed 8 August 2018 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Hydrix Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2021. The following persons were directors of Hydrix Limited during the whole of the financial year and up to the date of this report, unless otherwise Appointed as Non-Executive Director 12 January 2017; appointed as Non-Executive Chairman 28 March 2017; appointed as Executive Chairman 1 Mr Coote brings 25+ years executive leadership in corporate and financial strategy, and private equity. His experience includes 5 years with PricewaterhouseCoopers in Australia and the USA, a decade in technology mergers & acquisitions, corporate development, and venture investing in the United States, and fifteen years in Australian private equity in various sectors healthcare, industrial and residential construction materials, leisure and hospitality, and sports and entertainment. He has played significant roles in several turnaround and acquisition-led growth strategies culminating in successful trade sales. These include NASDAQ-listed Platinum Technology Inc., where revenues grew from $100 million to over $1 billion in 4 years driven by organic revenue growth and 40+ acquisitions, and eventually sold to CA Technologies for $3.5 billion, and several above-average SME private-equity exits. Gavin has a Bachelor of Economics & Politics (Accounting) from Monash University, a Masters of Business Administration from University of Michigan, and is a Graduate of the Australian Institute of Company Directors. Ms King holds a Bachelor of Commerce degree from the University of Melbourne. With 40 years’ experience in various industries including utilities, maritime, airline, banking and FMCG, she is a specialist in commercial negotiations and leading high performance leadership and culture programs. Ms King currently operates a private philanthropic family Foundation and is a Graduate of the Australian Institute of Company Ms Bryant brings more than 40 years’ of experience in the health sciences as an occupational therapist, trainer and vocational specialist. Currently, she is using this expertise to provide forensic opinion as a vocational specialist to the Victorian court system in addition to running a small clinical practice. She has worked for many years as an approved Rehabilitation Provider, providing injury management services to both Commonwealth and State organisations. Ms Bryant is a Member of the Australian Association of Occupational Therapists and a member of the GriefLine Board. She also manages a small privately owned investment company. Mr Wright has spent the last 18 years as CEO of three of Australia’s leading international technology companies. At ASX-listed Universal Biosensors (“UBI”), Paul built long term partnerships with global diagnostics leaders Siemens Healthcare and Johnson & Johnson, and led the company through a period of strong growth and new product development. Before UBI, Paul was CEO of Invetech (1999-2007), an internationally renowned product design and development company, and Vision BioSystems (2007-2008), the major subsidiary of ASX-listed Vision Systems Limited that developed, manufactured and marketed diagnostic instruments and consumables to pathology laboratories worldwide. Directors' report Prior to this, Paul spent over 8 years working in Europe, North America and Asia with corporate strategy consultants Bain & Company, advising multi-national clients on growth strategy, mergers and acquisitions, and manufacturing improvement. As General Manager of Corporate Development at TNT Logistics, Paul played a key role in the development of a major contract logistics business in Asia establishing Joint Venture businesses in China, Malaysia, and Indonesia. Paul has a Masters Degree in Engineering from the University of Cambridge, has studied corporate finance at the London Business School, and is a Fellow of the Australian Institute of Company Directors. Hydrix Limited Hydrix Limited Hydrix Limited Hydrix Limited Hydrix Limited Hydrix Limited Directors' Report Directors' Report Directors' Report Directors' Report Directors' Report Directors' Report Other current directorships Paul Wright is a director of Memphasys Limited (ASX: MEM). 30 June 2021 30 June 2021 30 June 2021 30 June 2021 30 June 2021 30 June 2021 Company secretary Ms Alyn Tai LLB (Hons) has held the role of Company Secretary since June 2016. She is a Partner with law firm Holding Redlich specialising in corporate and commercial law, and the provision of company secretarial and legal counsel services to ASX-listed entities. Company secretary Company secretary Company secretary Ms Alyn Tai LLB (Hons) has held the role of Company Secretary since June 2016. She is a Partner with law firm Holding Redlich specialising in Ms Alyn Tai LLB (Hons) has held the role of Company Secretary since June 2016. She is a Partner with law firm Holding Redlich specialising in Ms Alyn Tai LLB (Hons) has held the role of Company Secretary since June 2016. She is a Partner with law firm Holding Redlich specialising in corporate and commercial law, and the provision of company secretarial and legal counsel services to ASX-listed entities. corporate and commercial law, and the provision of company secretarial and legal counsel services to ASX-listed entities. corporate and commercial law, and the provision of company secretarial and legal counsel services to ASX-listed entities. Company secretary Company secretary Ms Alyn Tai LLB (Hons) has held the role of Company Secretary since June 2016. She is a Partner with law firm Holding Redlich specialising in Ms Alyn Tai LLB (Hons) has held the role of Company Secretary since June 2016. She is a Partner with law firm Holding Redlich specialising in corporate and commercial law, and the provision of company secretarial and legal counsel services to ASX-listed entities. corporate and commercial law, and the provision of company secretarial and legal counsel services to ASX-listed entities. 6 Meetings of directors The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2021, and the number of meetings attended by each director were: Meetings of directors Meetings of directors The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2021, and the number of meetings The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2021, and the number of meetings attended by each director were: attended by each director were: Meetings of directors Meetings of directors The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2021, and the number of meetings The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2021, and the number of meetings attended by each director were: attended by each director were: Meetings of directors The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2021, and the number of meetings attended by each director were: Attended Director Director Director Attended Director Director Director Attended 17 Mr Gavin Coote 17 Mr Gavin Coote Mr Gavin Coote 17 Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Ms Julie King 17 Ms Julie King 17 Ms Julie King Ms Julie King Ms Julie King Ms Julie King 17 Ms Joanne Bryant Ms Joanne Bryant 17 Ms Joanne Bryant Ms Joanne Bryant Ms Joanne Bryant 17 Ms Joanne Bryant 17 17 Mr Paul Wright Mr Paul Wright 17 Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright 17 Board of Directors' Board of Directors' Board of Directors' Board of Directors' Board of Directors' Board of Directors' Meetings Meetings Meetings Meetings Meetings Meetings Attended Held Attended Held Held Attended Held Held 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 Held 17 17 17 17 Nomination and Nomination and Nomination and Nomination and Nomination and Nomination and Remuneration Committee Remuneration Committee Remuneration Committee Remuneration Committee Remuneration Committee Remuneration Committee Held Attended Attended Held Held Attended Attended Held Attended Attended - - - - - - - - - - 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 Held Held - - 2 2 2 2 2 2 Held: represents the number of meetings held during the time the director held office. Held: represents the number of meetings held during the time the director held office. Held: represents the number of meetings held during the time the director held office. Held: represents the number of meetings held during the time the director held office. Held: represents the number of meetings held during the time the director held office. Held: represents the number of meetings held during the time the director held office. Interest in the shares and options of the company At the date of this report, the relevant interests of directors in the company's securities were: Interest in the shares and options of the company Interest in the shares and options of the company At the date of this report, the relevant interests of directors in the company's securities were: At the date of this report, the relevant interests of directors in the company's securities were: Interest in the shares and options of the company Interest in the shares and options of the company At the date of this report, the relevant interests of directors in the company's securities were: At the date of this report, the relevant interests of directors in the company's securities were: Interest in the shares and options of the company At the date of this report, the relevant interests of directors in the company's securities were: Audit and Risk Committee Audit and Risk Committee Audit and Risk Committee Audit and Risk Committee Audit and Risk Committee Audit and Risk Committee Attended Held Attended Attended Attended Held Held Attended Attended - - - - - - - - - 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 Held Held - - 2 2 2 2 2 2 Held - 2 2 2 Director Director Director Director Director Director No. of Ordinary Shares No. of Ordinary Shares No. of Ordinary Shares No. of Ordinary Shares No. of Ordinary Shares No. of Ordinary Shares No. of Options No. of Options No. of Options No. of Options No. of Options No. of Options No. of Performance Rights No. of Performance Rights No. of Performance Rights No. of Performance Rights No. of Performance Rights No. of Performance Rights Mr Gavin Coote (i) Mr Gavin Coote (i) Mr Gavin Coote (i) Mr Gavin Coote (i) Mr Gavin Coote (i) Mr Gavin Coote (i) Ms Julie King (ii) Ms Julie King (ii) Ms Julie King (ii) Ms Julie King (ii) Ms Julie King (ii) Ms Julie King (ii) Ms Joanne Bryant (iii) Ms Joanne Bryant (iii) Ms Joanne Bryant (iii) Ms Joanne Bryant (iii) Ms Joanne Bryant (iii) Ms Joanne Bryant (iii) Mr Paul Wright (iv) Mr Paul Wright (iv) Mr Paul Wright (iv) Mr Paul Wright (iv) Mr Paul Wright (iv) Mr Paul Wright (iv) 2,441,883 17,639,345 1,515,051 951,782 2,441,883 2,441,883 17,639,345 17,639,345 1,515,051 1,515,051 951,782 951,782 2,441,883 2,441,883 17,639,345 17,639,345 1,515,051 1,515,051 951,782 951,782 2,441,883 17,639,345 1,515,051 951,782 750,000 182,657 182,657 750,000 - 666,667 666,667 - - 126,256 126,256 - 158,066 150,000 158,066 150,000 182,657 182,657 750,000 750,000 666,667 666,667 - - 126,256 126,256 - - 158,066 150,000 158,066 150,000 182,657 182,657 750,000 750,000 666,667 666,667 - - 126,256 126,256 - - 158,066 150,000 158,066 150,000 The directors' relevant interests in the company's securities shown above are as follows: The directors' relevant interests in the company's securities shown above are as follows: The directors' relevant interests in the company's securities shown above are as follows: The directors' relevant interests in the company's securities shown above are as follows: The directors' relevant interests in the company's securities shown above are as follows: The directors' relevant interests in the company's securities shown above are as follows: (i) Mr Gavin Coote has a relevant interest in 2,441,883 fully paid ordinary shares, which are held as follows: (i) Mr Gavin Coote has a relevant interest in 2,441,883 fully paid ordinary shares, which are held as follows: (i) Mr Gavin Coote has a relevant interest in 2,441,883 fully paid ordinary shares, which are held as follows: (i) Mr Gavin Coote has a relevant interest in 2,441,883 fully paid ordinary shares, which are held as follows: (i) Mr Gavin Coote has a relevant interest in 2,441,883 fully paid ordinary shares, which are held as follows: (i) Mr Gavin Coote has a relevant interest in 2,441,883 fully paid ordinary shares, which are held as follows: a. 1,970,385 fully paid ordinary shares are held by Beachridge Advisory Services Pty Ltd as Trustee for the Coote Family Discretionary Trust b. 471,498 fully paid ordinary shares, held by a custodian as registered owner on behalf of the Coote Family Super Fund. a. 1,970,385 fully paid ordinary shares are held by Beachridge Advisory Services Pty Ltd as Trustee for the Coote Family Discretionary Trust a. 1,970,385 fully paid ordinary shares are held by Beachridge Advisory Services Pty Ltd as Trustee for the Coote Family Discretionary Trust a. 1,970,385 fully paid ordinary shares are held by Beachridge Advisory Services Pty Ltd as Trustee for the Coote Family Discretionary Trust a. 1,970,385 fully paid ordinary shares are held by Beachridge Advisory Services Pty Ltd as Trustee for the Coote Family Discretionary Trust b. 471,498 fully paid ordinary shares, held by a custodian as registered owner on behalf of the Coote Family Super Fund. b. 471,498 fully paid ordinary shares, held by a custodian as registered owner on behalf of the Coote Family Super Fund. b. 471,498 fully paid ordinary shares, held by a custodian as registered owner on behalf of the Coote Family Super Fund. b. 471,498 fully paid ordinary shares, held by a custodian as registered owner on behalf of the Coote Family Super Fund. a. 1,970,385 fully paid ordinary shares are held by Beachridge Advisory Services Pty Ltd as Trustee for the Coote Family Discretionary Trust b. 471,498 fully paid ordinary shares, held by a custodian as registered owner on behalf of the Coote Family Super Fund. In addition, Gavin Coote has a relevant interest in 182,657 options and 750,000 performance rights. In addition, Gavin Coote has a relevant interest in 182,657 options and 750,000 performance rights. In addition, Gavin Coote has a relevant interest in 182,657 options and 750,000 performance rights. In addition, Gavin Coote has a relevant interest in 182,657 options and 750,000 performance rights. In addition, Gavin Coote has a relevant interest in 182,657 options and 750,000 performance rights. In addition, Gavin Coote has a relevant interest in 182,657 options and 750,000 performance rights. (ii) Ms Julie King has a relevant interest in 17,639,345 fully paid ordinary shares, held by John W King Nominees Pty Ltd. (ii) Ms Julie King has a relevant interest in 17,639,345 fully paid ordinary shares, held by John W King Nominees Pty Ltd. (ii) Ms Julie King has a relevant interest in 17,639,345 fully paid ordinary shares, held by John W King Nominees Pty Ltd. (ii) Ms Julie King has a relevant interest in 17,639,345 fully paid ordinary shares, held by John W King Nominees Pty Ltd. (ii) Ms Julie King has a relevant interest in 17,639,345 fully paid ordinary shares, held by John W King Nominees Pty Ltd. (ii) Ms Julie King has a relevant interest in 17,639,345 fully paid ordinary shares, held by John W King Nominees Pty Ltd. In addition, Julie King has a relevant interest in 666,667 options. In addition, Julie King has a relevant interest in 666,667 options. In addition, Julie King has a relevant interest in 666,667 options. In addition, Julie King has a relevant interest in 666,667 options. In addition, Julie King has a relevant interest in 666,667 options. In addition, Julie King has a relevant interest in 666,667 options. (iii) Ms Joanne Bryant has a relevant interest in 1,515,051 fully paid ordinary shares, which are held as follows: (iii) Ms Joanne Bryant has a relevant interest in 1,515,051 fully paid ordinary shares, which are held as follows: (iii) Ms Joanne Bryant has a relevant interest in 1,515,051 fully paid ordinary shares, which are held as follows: (iii) Ms Joanne Bryant has a relevant interest in 1,515,051 fully paid ordinary shares, which are held as follows: (iii) Ms Joanne Bryant has a relevant interest in 1,515,051 fully paid ordinary shares, which are held as follows: (iii) Ms Joanne Bryant has a relevant interest in 1,515,051 fully paid ordinary shares, which are held as follows: a. 817,050 fully paid ordinary shares are held by ELG Nominees Pty Ltd as trustee for The Gude Family No. 2 A/C b. 508,001 fully paid ordinary shares are held by ELG Nominees Pty Ltd c. 190,000 fully paid ordinary shares are held by JBB Superannuation Pty Ltd as trustee for the JBB Super Fund A/C a. 817,050 fully paid ordinary shares are held by ELG Nominees Pty Ltd as trustee for The Gude Family No. 2 A/C a. 817,050 fully paid ordinary shares are held by ELG Nominees Pty Ltd as trustee for The Gude Family No. 2 A/C b. 508,001 fully paid ordinary shares are held by ELG Nominees Pty Ltd b. 508,001 fully paid ordinary shares are held by ELG Nominees Pty Ltd c. 190,000 fully paid ordinary shares are held by JBB Superannuation Pty Ltd as trustee for the JBB Super Fund A/C c. 190,000 fully paid ordinary shares are held by JBB Superannuation Pty Ltd as trustee for the JBB Super Fund A/C a. 817,050 fully paid ordinary shares are held by ELG Nominees Pty Ltd as trustee for The Gude Family No. 2 A/C a. 817,050 fully paid ordinary shares are held by ELG Nominees Pty Ltd as trustee for The Gude Family No. 2 A/C b. 508,001 fully paid ordinary shares are held by ELG Nominees Pty Ltd b. 508,001 fully paid ordinary shares are held by ELG Nominees Pty Ltd c. 190,000 fully paid ordinary shares are held by JBB Superannuation Pty Ltd as trustee for the JBB Super Fund A/C c. 190,000 fully paid ordinary shares are held by JBB Superannuation Pty Ltd as trustee for the JBB Super Fund A/C a. 817,050 fully paid ordinary shares are held by ELG Nominees Pty Ltd as trustee for The Gude Family No. 2 A/C b. 508,001 fully paid ordinary shares are held by ELG Nominees Pty Ltd c. 190,000 fully paid ordinary shares are held by JBB Superannuation Pty Ltd as trustee for the JBB Super Fund A/C In addition, Joanne Bryant has a relevant interest in 126,256 options. In addition, Joanne Bryant has a relevant interest in 126,256 options. In addition, Joanne Bryant has a relevant interest in 126,256 options. In addition, Joanne Bryant has a relevant interest in 126,256 options. In addition, Joanne Bryant has a relevant interest in 126,256 options. In addition, Joanne Bryant has a relevant interest in 126,256 options. (iv) Mr Paul Wright has a relevant interest in 951,782 fully paid ordinary shares, held by a custodian as registered owner on behalf of PKW Super Fund. (iv) Mr Paul Wright has a relevant interest in 951,782 fully paid ordinary shares, held by a custodian as registered owner on behalf of PKW Super (iv) Mr Paul Wright has a relevant interest in 951,782 fully paid ordinary shares, held by a custodian as registered owner on behalf of PKW Super Fund. Fund. (iv) Mr Paul Wright has a relevant interest in 951,782 fully paid ordinary shares, held by a custodian as registered owner on behalf of PKW Super (iv) Mr Paul Wright has a relevant interest in 951,782 fully paid ordinary shares, held by a custodian as registered owner on behalf of PKW Super Fund. Fund. (iv) Mr Paul Wright has a relevant interest in 951,782 fully paid ordinary shares, held by a custodian as registered owner on behalf of PKW Super Fund. In addition, Paul Wright has a relevant interest in 158,066 options and 150,000 performance rights. In addition, Paul Wright has a relevant interest in 158,066 options and 150,000 performance rights. In addition, Paul Wright has a relevant interest in 158,066 options and 150,000 performance rights. In addition, Paul Wright has a relevant interest in 158,066 options and 150,000 performance rights. In addition, Paul Wright has a relevant interest in 158,066 options and 150,000 performance rights. In addition, Paul Wright has a relevant interest in 158,066 options and 150,000 performance rights. Hydrix Limited Directors' Report 30 June 2021 Principal activities The principal activities of the consolidated entity during the year were providing product design, engineering, and regulatory services to customers in the medical industry, and the pursuit of the entity’s ‘Buy, Build, Invest’ medtech product growth strategy. The consolidated entity operates three wholly owned subsidiary entities: Hydrix Services transforms client ideas into market leading commercialisable products primarily under fee-for-services contracts. It offers a comprehensive range of engineering and regulatory services including software, electronics, mechanical, industrial design, and general product development services. It’s product development and commercialisation services range from applied research through all stages of engineering design, development, prototyping, manufacturer management, certification process management and supply for global markets. Hydrix Medical distributes cardiac monitoring and diagnostic medical device technologies. During the year, it continued to expand its range of products for distribution and completed its first seven sales of the AngelMed Guardian product for implant in Singapore; the implants were completed under special access schemes in August 2020. The AngelMed Guardian continuously monitors a patient’s heart signal 24/7 uniquely against the patient’s own baseline heart signal. It is the world’s only FDA-approved, implantable cardiac monitoring device and alerts patients of an impending Acute Coronary Syndrome (ACS) event, including against deadly silent heart attacks. On 30 October 2020, Hydrix Medical announced it had entered into an exclusive agreement with Phyzhon Health Inc, for the rights to distribute Phyzhon’s PHYRARI FFR-WIRE product in Australia and New Zealand. The product is primarily for use by interventional cardiologists during procedures which manage blockages in coronary arteries, including patients who have suffered a heart attack. Hydrix Ventures which makes investments in high potential Hydrix Services clients to generate equity capital gains on investments where it can directly leverage the entity’s powerful product innovation capability. It made further early-stage investments during the year, which included increasing its holdings in Gyder Surgical Pty Ltd and Cyban Pty Ltd. The consolidated entity has approximately 70 employees and its headquarters are located in Mulgrave, Victoria Australia. Dividends No dividends have been paid or declared since the start of the period and the directors do not recommend the payment of a dividend in respect of the period. Review of operations The consolidated entity continued to make progress with its ‘buy, build, invest’ strategy through the expansion of activities in the Hydrix Medical and Hydrix Ventures. The Hydrix Medical business recorded its first revenue from seven product sales of the AngelMed Guardian device in Singapore under special access schemes. Pre-regulatory approval access schemes help accelerate market awareness ahead of the consolidated entity making full regulatory submissions in Australia under the Therapeutic Goods Administration (TGA) and in Singapore, under the Health Sciences Authority (HSA). In October, Hydrix Medical entered into an exclusive agreement with Phyzhon Health Inc, to distribute Phyzhon’s PHYRARI FFR-WIRE product in Australia and New Zealand and entered to an arrangement to conduct first-in-human (FIH) clinical trials. In June, the US Food and Drug Administration (FDA) approved the upgraded battery for the AngelMed Guardian for commercial release in the USA. The achievement of this milestone paves the way for Hydrix Medical to submit applications for regulatory and healthcare reimbursements, commencing with Australia and Singapore. Hydrix Ventures continued to invest in MedTech clients which include an orthopaedic surgical tool for hip replacements, an implantable heart attack alert device, and a non-invasive brain trauma injury monitoring device. For each of these clients, Hydrix Services provided arms-length design, engineering, and regulatory services. During the year, the consolidated entity experienced disruptions from COVID-19 related matters, including slowdowns and deferrals of Hydrix Services client projects and interruptions to various regulatory approval pathways for Hydrix Medical devices. In response to impacts on short term revenue generating activities, the business lowered operating costs by temporarily reducing wages, building lease and discretionary costs, and accessing government stimulus cost-offset programs. While various discretionary expenditures were paused, we continued employee training and development, and internal developments to advance proprietary engineering systems which increase the value of our client project management systems and product innovation capability. It is important we retain, develop, and incentivise the consolidated entity’s highly skilled and talented engineering and regulatory team, and talent mix to leverage the Group’s powerful product innovation strategy. 24 25 7 7 7 7 7 7 8 Hydrix annual report 2021 Hydrix annual report 2021 Hydrix Limited Directors' Report 30 June 2021 Matters subsequent to the end of the financial year On 21 July 2021, the consolidated entity lodged its regulatory approval submission to the TGA for commercial distribution of the AngelMed Guardian device. Further, the consolidated entity commenced the Medical Services Advisory Committee (MSAC) application process in Australia to establish a surgical code for the reimbursement of fees pertaining to implant procedures. The Company also commenced the Prostheses List Advisory Committee (PLAC) process to establish a device reimbursement code for the Guardian. On 2 August 2021, the consolidated entity announced that Angel Medical Systems had completed the first commercial implantation in the USA of the AngelMed Guardian device. On 11 August 2021 the consolidated entity established Hydrix Medical New Zealand Ltd as a wholly owned subsidiary of Hydrix Medical Pty Ltd. On 27 August 2021 the consolidated entity deferred the 17 March 2022 maturity of the $1,000,000 unsecured shareholder loan to 31 December 2022. During July and August 2021, the Victorian Government made multiple public health and safety directions that required the consolidated entity to reduce its on-site operations due to the COVID-19 pandemic. The consolidated entity's business remains operational after complying with the additional restrictions, with most employees having already transitioned to working from home where possible. Where work is permitted on-site, the consolidated entity continues to operate with processes and protocols in place to support the safety and wellbeing of our employees. Likely developments and expected results of operations The consolidated entity’s principal activities for the next financial year ending 30 June 2022 will continue to be medtech product design, engineering and regulatory services, distribution of cardiovascular technologies and early stage medtech venture investing. The consolidated entity will continue its ‘Buy, Build, Invest’ strategy to increase global market share and growth, and to extend the business' core capabilities and customer offer. Areas of focus are within the consolidated entity's experience and know-how developing and commercialising medtech product technologies which have the potential to significantly increase shareholder value. Environmental regulation The consolidated entity's operations are subject to environmental regulations under the law of the Commonwealth and State. The Board believes that the consolidated entity has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the consolidated entity. Non-IFRS financial measures The consolidated entity uses certain measures to manage and report on its business that are not recognised under Australian Accounting Standards. These measures are collectively referred to as “non-IFRS financial measures”. Non-IFRS financial measures are intended to supplement the measures calculated in accordance with Australian Accounting Standards and are not a substitute for those measures. Underlying statutory and pro forma results and measures are intended to provide shareholders additional information to enhance their understanding of the performance of the consolidated entity. A reconciliation between the loss before income tax expense to the net cash used in operating activities has been perfromed for the consolidated entity. The following table reconciles the statutory results for the period ended 30 June 2021 to the net cash used in operating activities for the consolidated entity (noting that this information has not been reviewed in accordance with Australian Auditing Standards): Directors' report Hydrix Limited Directors' Report 30 June 2021 Review of financials The consolidated entity delivered revenues of $9,311,738 for a year-on-year decrease of 41.4% (30 June 2020: $15,899,742). Net cash used in operating activities to support the growth and expansion of the consolidated entity was $1,933,245 compared to $196,954 for the prior year ending 30 June 2020. Net cash used in investing activities was $641,563 down from $1,067,482 in the prior year ending 30 June 2020. The consolidated entity made two direct venture investments in clients and continues to operate one services contract under which it is entitled to earn equity in-lieu and cash fees for services rendered. These arrangements focus on high potential investment capital gains. Net cashflow from financing activities were $7,531,864 compared to $2,720,003 for the prior year ending 30 June 2020. These activities were net of repaying $4,000,000 in borrowings to significantly deleverage the business and increase operational flexibility. The operating loss before income tax for the consolidated entity of $9,778,693 increased by 240% compared to the prior year period (2020: $2,872,734). This loss included a $4,561,327 in depreciation, amortisation and other non-cash charges which when added back results in an EBITDA loss (before non-cash expenses) of $4,107,284 as identified in the table contained under "non-IFRS financial measures". Hydrix Medical and other discretionary ‘buy, build, invest’ initiatives contributed $1,394,905 to the total operating loss before income tax (2020: $472,083). As noted in the Financial Accounts, management assessed the carrying value of intangible assets as it is required to do under generally accepted accounting standards. After taking into consideration various factors, management concluded that Goodwill was impaired and that the expected benefit period for intangible assets with finite lifespans should be reduced to one year. While the revenue pipeline of the business remains healthy, Hydrix Services revenues have been impacted by COVID. Management anticipates this situation will improve as global vaccinations are advanced, international travel reopens and business appetite to invest in early stage medtech companies improves. The fluidity of COVID over the near term increases the risks of impairment and makes the period that intangible assets can be expected to provide benefits less certain. As such, management deemed it prudent to recognise the potential impairment risk and write the Goodwill off and reduce the useful life for intangible assets with finite lifespans. The long-term prospects of the Group remain strong, and the powerful product innovation capability of Hydrix Services is an important part of the long-term medtech product growth strategy and competitive advantage of the Group. In July 2020, the consolidated entity raised $3,040,647 through a 1-for-3 fully underwritten entitlement offer and placement issuing 40,541,960 shares of new common stock priced at $0.075c per share, each issued with 1-for-3 attaching Options or 13,513,987 Options. There were a further 11,847,325 Options granted to corporate advisers and sub-underwriters. All Options have a strike price of $0.12 per share and an expiration date of 31 July 2022. During the year 6,070,672 of these Options were exercised, raising a further $728,480. In November 2020, the consolidated entity raised $10,000,000 through a Placement offer issuing 35,714,286 shares of new common stock priced at $0.28c per share. The consolidated entity’s cash position was $6,647,225 at 30 June 2021, compared to $1,690,194 at 30 June 2020. The main uses of cash were to repay borrowings, support the principal activities of the business, and strategic growth initiatives. Outlook The business prospects for the consolidated entity remain strong taking into consideration several factors, including: - cash on hand at 30 June 2021 of $6,647,225 and potential exercise by investors of approximately 19,290,850 Hydrix Listed Stock Options (HYDO) at $0.12 cents prior 31 July 2022 for a total of $2,314,902 cash inflows; - future product revenue and gross profit margins from Hydrix Medical distribution of cardiovascular products anticipated to commence in fiscal 2022; - potential for future capital gains from investments made by Hydrix Ventures in high potential clients; and - continued investment in global business development efforts to build a high potential prospective client pipeline of product development projects. Significant changes in the state of affairs There were no significant changes in the state of affairs of the consolidated entity during the financial year. Loss before income tax expense Depreciation and amortisation expense Finance costs Interest income EBITDA (after non-cash expenses) Less: non-cash expenses Share based payment expenses Impairment of goodwill Impairment of receivables (Gain)/Loss on financial instruments at FVTPL (Gain)/Loss on contingent consideration liability Unrealised foreign exchange (Gain)/Loss Contract asset write offs (c/fwd from FY20) EBITDA (before non-cash expenses) Less: other non-cash adjustments Add: changes in operating assets and liabilities Net cash used in operating activities (5,849,242) 2,428,553 390,813 - (3,029,876) - 1,269,400 (94,602) - - - 173,010 (1,682,068) (792,348) 17,727 - - (774,621) - - - - 190,486 (215,281) - (799,416) (557,393) - - - (557,393) - - - - - - - (557,393) (45,164) - - - (45,164) - - - (250,303) - 294,818 - (649) 431,893 (776,360) (557,393) (507) (1,030,877) (2,534,546) 620 719,269 (15,328) (1,829,985) (9,778,693) 2,446,900 1,110,082 (15,328) (6,237,039) 426,771 - - 320,128 - - - (1,083,086) 426,771 1,269,400 (94,602) 69,825 190,486 79,537 173,010 (4,107,284) (224,112) 2,398,151 (1,933,245) 27 26 9 10 The decrease in operating assets and liabilities is due to the year on year decrease in product development services contract revenues. Hydrix annual report 2021 Hydrix annual report 2021 Directors' report Hydrix Limited Directors' Report 30 June 2021 REMUNERATION REPORT (Audited) Hydrix Limited Directors' Report 30 June 2021 REMUNERATION REPORT (Audited) (Continued) The remuneration report details the key management personnel (KMP) remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations. The Board has established a formal Nomination and Remuneration Committee which operates under the Nomination and Remuneration Committee Charter approved and adopted by the Board. KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: - Details of key management personnel - Remuneration philosophy - Details of remuneration Details of Key Management Personnel (i) Specified Directors Mr Gavin Coote Non-Executive Chairman - Appointed 28 March 2017, Executive Chairman - Appointed 1 January 2020 Ms Julie King Non-Executive Director - Appointed 28 March 2017 Ms Joanne Bryant Non-Executive Director - Appointed 29 November 2016 Mr Paul Wright Non-Executive Director - Appointed 8 August 2018 Remuneration Philosophy The performance of the company depends on the quality of the company’s directors, executives and employees and therefore the company must attract, motivate and retain appropriately qualified industry personnel. The remuneration policy of the company has been designed to align KMP objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific short-term and long-term incentives based on key performance areas affecting the company’s financial results. The Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the high-quality KMP to run and manage the company, as well as create goal congruence between directors, executives and shareholders. The Board’s policy for determining the nature and amount of remuneration for KMP of the company is as follows: - The remuneration policy is to be developed by the Nomination and Reumeration Committee and approved by the Board after professional advice is sought from independent external consultants where required. - All KMP receive a base salary, superannuation, options (subject to shareholder approval in the case of directors) and performance incentives. - Performance incentives are only paid once predetermined key performance indicators (KPIs) have been met. - Incentives paid in the form of options or rights are intended to align the interests of the directors and company with those of the shareholders. In this regard, KMP are prohibited from limiting risk attached to those instruments by use of derivatives or other means. - The Nomination and Remuneration Committee reviews KMP packages annually by reference to the consolidated entity's performance, executive performance and comparable information from industry sectors. The Nomination and Remuneration Committee reviews remuneration packages and practices applicable to the senior executives and the Board. This role also includes responsibility for share option schemes, incentive performance packages and retirement and termination entitlements. Remuneration levels are competitively set to attract the most qualified and experienced Directors and senior executives. The Nomination and Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages. The performance of KMP is measured against criteria agreed annually with each executive and is based predominantly on the the performance of the consolidated entity. All bonuses and incentives must be linked to predetermined performance criteria. The Nomination and Remuneration Committee may, however, exercise its discretion in relation to approving incentives, bonuses and options. Any change must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance results leading to long-term growth in shareholder wealth. KMP are also entitled and encouraged to participate in the employee share and option arrangements to align directors’ interests with shareholders’ interests. The employment terms and conditions of KMP are formalised in contracts of employment or consultancy agreements. In accordance with the company’s Constitution, the aggregate remuneration that can be paid to the company’s Non-Executive Directors is $500,000 per annum, and the Board determines how this aggregate amount should be divided among individual directors and in what proportions. Further details of the Key Management Personnel remuneration for the year are detailed in Note 25. Directors are entitled to be paid reasonable travelling, accommodation and other expenses incurred in consequence of their attendance at meetings of directors and otherwise in the execution of their duties as directors. A director may also be paid additional amounts as fees or as the directors determine where a director performs extra services or makes any special exertions, which in the opinion of the directors are outside the scope of the ordinary duties of a director. Details of remuneration (i) Specified Director Remuneration Mr Gavin Coote - Executive Chairman Term and termination Mr Coote’s appointment as Executive Chairman was effective on 1 January 2020, and continues on an ongoing basis under a services agreement between Mr Coote and the company. Either the company or Mr Coote may terminate the services agreement with 6 months’ notice (other than by the company for cause). Remuneration Mr Coote’s total fixed remuneration for his executive services under the employment agreement is $330,000 per annum (inclusive of superannuation). Mr Coote’s remuneration for his executive services is in addition to the fee of $60,000 per annum (inclusive of superannuation) that Mr Coote is currently entitled to receive (and will continue to receive) for his roles and responsibilities as Chairman and Director of the Company. Variable performance-based reward will be in the form of short-term and long-term incentives, as determined by the Board at its sole discretion. Restraints Mr Coote must not, during his employment, except with the written consent of the company, engage in (directly or indirectly) any undertaking or business of a similar nature to, or in competition with, the business of the company. In addition, certain non-compete and non-solicit restraints apply to Mr Coote for a period of 12 months after termination of his employment with the company. Ms Julie King - Non-Executive Director i. Fixed remuneration – The base remuneration is $48,000 per annum (exclusive of GST, but inclusive of any applicable superannuation). ii. Expenses – Ms King is entitled to claim from the company reimbursement of reasonable out-of-pocket expenses properly incurred in the performance of her duties and responsibilities (and upon production of satisfactory receipts). 28 29 11 12 Hydrix annual report 2021 Hydrix annual report 2021 Directors' report Hydrix Limited Directors' Report 30 June 2021 REMUNERATION REPORT (Audited) (Continued) Hydrix Limited Hydrix Limited Directors' Report Directors' Report 30 June 2021 30 June 2021 Hydrix Limited Directors' Report 30 June 2021 Hydrix Limited Hydrix Limited Hydrix Limited Hydrix Limited Directors' Report Directors' Report Directors' Report Directors' Report 30 June 2021 30 June 2021 30 June 2021 30 June 2021 Hydrix Limited Directors' Report 30 June 2021 Hydrix Limited Directors' Report 30 June 2021 Hydrix Limited Hydrix Limited Directors' Report Directors' Report 30 June 2021 30 June 2021 REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) REMUNERATION REPORT (Audited) (Continued) Ms Joanne Bryant - Non-Executive Director i. Fixed remuneration – The base remuneration is $48,000 per annum (exclusive of GST, but inclusive of any applicable superannuation). The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration Fixed remuneration Fixed remuneration Fixed remuneration At risk - STI Fixed remuneration Fixed remuneration Fixed remuneration At risk - STI At risk - STI Fixed remuneration Fixed remuneration Fixed remuneration At risk - STI At risk - STI At risk - STI ii. Expenses – Ms Bryant is entitled to claim from the company reimbursement of reasonable out-of-pocket expenses properly incurred in the 2021 2020 Name 2020 2021 2020 2021 Name 2021 Name 2021 2021 2020 2021 2020 2021 2020 2020 2021 2020 2021 2020 2021 2020 2021 Name 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2021 2020 Directors Directors Directors Directors performance of her duties and responsibilities (and upon production of satisfactory receipts). Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote 74% 74% Ms Julie King Ms Julie King Ms Julie King Ms Julie King 100% 100% Ms Joanne Bryant Ms Joanne Bryant Ms Joanne Bryant Ms Joanne Bryant 100% 100% Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright 61% 61% Name Name Name Name Name Name Directors Directors Directors Directors Directors Directors Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Ms Julie King Ms Julie King Ms Julie King Ms Julie King Ms Julie King Ms Julie King Ms Joanne Bryant Ms Joanne Bryant Ms Joanne Bryant Ms Joanne Bryant Ms Joanne Bryant Ms Joanne Bryant Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright - Non-Executive Director i. Fixed remuneration – The base remuneration is $48,000 per annum (exclusive of GST, but inclusive of any applicable superannuation). 74% 67% - - 100% 100% - - 100% 100% - - 61% 43% - - Name Directors Mr Gavin Coote Ms Julie King Ms Joanne Bryant Mr Paul Wright 26% 67% - - 67% - - 74% 33% 26% 67% - - 26% 67% - - 74% 74% 67% - - 26% 33% 26% 67% - - 74% 33% 74% 33% 26% 67% - - 74% 26% 33% 33% 26% 67% - - 74% 100% - - 100% - - 100% - - 100% 100% - - 100% - - 100% 100% - - - - - - 100% - - 100% 100% - - - - 100% - - 100% - - - - 100% - - 100% 100% - - 100% - - 100% - - 100% 100% - - 100% - - - 100% - - 100% - 100% - - 100% - - 100% - - - - 100% - - 100% - - - - 100% - - 100% 43% - - 39% 61% 43% - - 39% 57% 39% 43% - - 61% 61% 43% - - 43% - - 39% 57% 39% 43% - - 61% 61% 57% 57% 39% 43% - - 61% 57% 39% 57% 39% 43% - - 61% 67% - - 100% - - 100% - - 43% - - At risk - LTI At risk - LTI At risk - STI At risk - STI At risk - STI At risk - LTI At risk - LTI At risk - LTI 2021 2020 2020 2020 2021 2021 2021 2021 2021 2020 At risk - LTI At risk - STI 2021 2021 At risk - LTI 2021 2020 2021 2020 26% 33% 26% - - - - - - 39% 57% 39% 2020 2020 2020 2020 At risk - LTI 2021 2020 2021 At risk - LTI At risk - LTI 2020 - - - - - - ii. Expenses – Mr Wright is entitled to claim from the company reimbursement of reasonable out-of-pocket expenses properly incurred in the performance of his duties and responsibilities (and upon production of satisfactory receipts). N/A Other KMP Mr Peter Lewis AM Other KMP Other KMP Other KMP Other KMP Mr Peter Lewis AM Mr Peter Lewis AM Mr Peter Lewis AM Mr Peter Lewis AM N/A 100% N/A N/A N/A N/A Other KMP Other KMP Other KMP Other KMP Mr Peter Lewis AM Mr Peter Lewis AM Mr Peter Lewis AM Mr Peter Lewis AM Other KMP Mr Peter Lewis AM Other KMP Mr Peter Lewis AM 100% N/A N/A - 100% N/A N/A - 100% N/A 100% N/A 100% N/A - 100% N/A - 100% N/A - N/A - 100% 100% N/A - N/A - N/A - N/A - N/A - N/A - N/A - N/A - N/A - N/A - N/A - N/A - N/A - N/A - Engagement of remuneration consultants During the financial year ended 30 June 2021, the consolidated entity, through the Nomination and Remuneration Committee, engaged HR Ascent, remuneration consultants, to review its existing remuneration policies and provide recommendations. Share-based compensation Share-based compensation Issue of shares Issue of shares Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Share-based compensation Share-based compensation Share-based compensation Issue of shares Issue of shares Issue of shares Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Share-based compensation Share-based compensation Share-based compensation Share-based compensation Share-based compensation Issue of shares Issue of shares Issue of shares Issue of shares Issue of shares Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Share-based compensation Issue of shares Details of shares issued to directors and other KMP as part of compensation during the year ended 30 June 2021 are set out below: Remuneration details for the year ended 30 June 2021 The following tables detail, in respect to the financial year, the components of remuneration for each member of KMP of the company: Table of benefits and payments for the year ended 30 June 2021 Name Name Name Name Name Name Name Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright Shares Name Name Date Name Date Name Date Date Date Date Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote 6-Nov-20 250,000 6-Nov-20 6-Nov-20 6-Nov-20 6-Nov-20 6-Nov-20 Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright 17-Dec-20 17-Dec-20 17-Dec-20 150,000 17-Dec-20 17-Dec-20 17-Dec-20 Issue Price Date Shares Shares Shares Shares Shares $0.275 6-Nov-20 250,000 250,000 250,000 250,000 250,000 $0.275 17-Dec-20 150,000 150,000 150,000 150,000 150,000 $ Date Date Shares Date Issue Price Issue Price Issue Price Issue Price Issue Price $68,750 $0.275 $0.275 $0.275 $0.275 $0.275 6-Nov-20 6-Nov-20 250,000 6-Nov-20 $0.275 $0.275 $41,250 $0.275 $0.275 $0.275 17-Dec-20 17-Dec-20 150,000 17-Dec-20 $ $ $ $ $ Shares Shares Issue Price Shares $68,750 $0.275 $68,750 $68,750 $68,750 $68,750 250,000 250,000 250,000 $0.275 $41,250 $41,250 $41,250 $41,250 $41,250 150,000 150,000 150,000 Issue Price $0.275 $0.275 $ Issue Price Issue Price $68,750 $0.275 $0.275 $0.275 $41,250 $0.275 $ $68,750 $41,250 $ $ $68,750 $68,750 $41,250 $41,250 Fixed remuneration 2020 2020 2021 2020 2021 2020 2021 2020 At risk - STI At risk - LTI 33% 33% 33% 57% 57% 57% 74% 100% 100% 61% 67% - - 100% - - - - 100% - - - - 43% - - 33% 57% 26% 39% N/A 100% N/A - N/A - Date Shares Issue Price 6-Nov-20 250,000 17-Dec-20 150,000 $0.275 $0.275 $ $68,750 $41,250 rights granted Grant date & exercisable Expiry date Exercise price option at grant Vesting date Fair value per 17-Dec-19 17-Dec-19 17-Dec-20 17-Dec-20 date 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-23 $0.00 $0.00 $0.00 $0.00 date $0.275 $0.275 $0.255 $0.255 2021 $ 2020 $ 2019 $ 9,311,738 15,899,742 14,165,305 (9,778,693) (9,778,693) (2,872,734) (3,994,173) (3,219,461) (4,219,742) 2018 $ 5,715,182 (5,539,445) (5,080,967) 2017 $ 793,258 (4,375,949) (4,375,949) 2021 $0.19 $0.00 (6.84) (6.84) 2020 $0.09 $0.00 (4.35) (4.35) 2019 $0.22 $0.00 (6.54) (6.54) 2018 $0.47 $0.00 (9.40) (9.40) 2017 $0.38 $0.00 (8.64) (8.64) date date $0.275 $0.275 $0.275 $0.275 $0.255 $0.255 $0.255 $0.255 2017 2017 $ $ 793,258 793,258 (4,375,949) (4,375,949) (4,375,949) (4,375,949) 2017 2017 $0.38 $0.38 $0.00 $0.00 (8.64) (8.64) (8.64) (8.64) Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Performance rights granted carry no dividend or voting rights. Additional information Additional information Additional information Additional information The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: Additional information Additional information The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: Additional information Additional information Additional information Additional information The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: Additional information The earnings of the consolidated entity for the five years ended 30 June 2021 are summarised below: 262,557 - 24,943 3,399 - Revenue Revenue Revenue Revenue Revenue (Loss) before tax (Loss) before tax (Loss) before tax (Loss) before tax (Loss) before tax (Loss) after tax (Loss) after tax (Loss) after tax (Loss) after tax (Loss) after tax Revenue (Loss) before tax (Loss) after tax Revenue (Loss) before tax (Loss) after tax - 290,899 Revenue Revenue Revenue Revenue (Loss) before tax (Loss) before tax (Loss) before tax (Loss) before tax (Loss) after tax (Loss) after tax (Loss) after tax (Loss) after tax 2021 $ 9,311,738 (9,778,693) (9,778,693) 2021 2021 2020 2021 2021 2021 $ $ $ $ $ $ 15,899,742 9,311,738 9,311,738 9,311,738 9,311,738 9,311,738 (2,872,734) (9,778,693) (9,778,693) (9,778,693) (9,778,693) (9,778,693) (9,778,693) (9,778,693) (3,219,461) (9,778,693) (9,778,693) (9,778,693) 2021 2020 2020 2019 2020 2020 2020 $ $ $ $ $ $ $ 9,311,738 14,165,305 15,899,742 15,899,742 15,899,742 15,899,742 15,899,742 (3,994,173) (9,778,693) (2,872,734) (2,872,734) (2,872,734) (2,872,734) (2,872,734) (9,778,693) (3,219,461) (3,219,461) (4,219,742) (3,219,461) (3,219,461) (3,219,461) 2019 2020 2021 2018 2019 2020 2021 2018 2019 2020 2019 2020 2021 2017 2017 2019 2019 2018 2018 2018 2017 2017 2019 2018 2017 2017 2018 2019 2019 2018 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 5,715,182 5,715,182 14,165,305 15,899,742 9,311,738 793,258 15,899,742 14,165,305 9,311,738 15,899,742 5,715,182 14,165,305 15,899,742 14,165,305 9,311,738 793,258 793,258 14,165,305 14,165,305 5,715,182 793,258 14,165,305 5,715,182 793,258 14,165,305 5,715,182 793,258 14,165,305 5,715,182 (5,539,445) (5,539,445) (5,539,445) (3,994,173) (2,872,734) (9,778,693) (3,994,173) (2,872,734) (9,778,693) (2,872,734) (3,994,173) (3,994,173) (2,872,734) (3,994,173) (9,778,693) (4,375,949) (4,375,949) (3,994,173) (5,539,445) (4,375,949) (4,375,949) (3,994,173) (5,539,445) (4,375,949) (5,539,445) (3,994,173) (4,375,949) (3,994,173) (5,539,445) (4,219,742) (3,219,461) (9,778,693) (4,219,742) (3,219,461) (9,778,693) (5,080,967) (4,219,742) (3,219,461) (4,219,742) (3,219,461) (9,778,693) (4,375,949) (4,375,949) (4,219,742) (4,219,742) (5,080,967) (5,080,967) (5,080,967) (4,375,949) (4,375,949) (4,219,742) (5,080,967) (4,375,949) (5,080,967) (4,219,742) (4,375,949) (4,219,742) (5,080,967) 2018 2017 2017 2018 $ $ $ $ 5,715,182 5,715,182 793,258 5,715,182 793,258 (4,375,949) (5,539,445) (4,375,949) (5,539,445) (5,539,445) (5,080,967) (4,375,949) (5,080,967) (4,375,949) (5,080,967) 497,444 228,436 Total 1 Non-salary short-term benefits relate to professional fees payable to Mr Gavin Coote and Mr Paul Wright for consultancy and advisory work performed by them outside the scope of their roles as director; the fees are at arm's length rates agreed by the Board. 2 Mr Gavin Coote was appointed Executive Chairman effective 1 January 2020. 3 Non-salary short-term benefits payable to Mr Paul Wright are non-monetary and were settled by way of issuing 155,172 number of shares. 4 Mr Peter Lewis AM transitioned from CEO to the role of Executive Vice President - Corporate Development effective 1 January 2020. 5 Short-term salary benefits payable to Mr Coote include $60,000 for work performed in his role as director. 6 Between 1 April 2020 and 30 June 2020, the fixed remuneration paid to all KMP was reduced by 20%. 5,886 148,431 - 50,128 930,324 2019 2021 2020 2021 2021 2018 2019 2017 2017 2017 2021 2020 2021 2017 Share price at financial year end ($) $0.22 $0.19 $0.19 $0.19 $0.09 $0.47 $0.22 $0.38 $0.38 Share price at financial year end ($) Share price at financial year end ($) Share price at financial year end ($) Share price at financial year end ($) Share price at financial year end ($) $0.38 $0.19 $0.09 $0.19 $0.38 Share price at financial year end ($) Share price at financial year end ($) Share price at financial year end ($) Total dividends declared (cents per share) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total dividends declared (cents per share) Total dividends declared (cents per share) Total dividends declared (cents per share) Total dividends declared (cents per share) Total dividends declared (cents per share) $0.00 $0.00 $0.00 $0.00 $0.00 Total dividends declared (cents per share) Total dividends declared (cents per share) Total dividends declared (cents per share) Basic loss per share (cents per share) (9.40) (6.54) (6.84) (4.35) (6.84) (6.84) (6.54) (8.64) (8.64) Basic loss per share (cents per share) Basic loss per share (cents per share) Basic loss per share (cents per share) Basic loss per share (cents per share) Basic loss per share (cents per share) (8.64) (6.84) (4.35) (6.84) (8.64) Basic loss per share (cents per share) Basic loss per share (cents per share) Basic loss per share (cents per share) (6.54) (6.84) (6.84) (6.84) (4.35) (9.40) (6.54) Diluted loss per share (cents per share) (8.64) (8.64) Diluted loss per share (cents per share) Diluted loss per share (cents per share) Diluted loss per share (cents per share) Diluted loss per share (cents per share) Diluted loss per share (cents per share) (6.84) (8.64) (4.35) (6.84) (8.64) Diluted loss per share (cents per share) Diluted loss per share (cents per share) Diluted loss per share (cents per share) 2021 Share price at financial year end ($) $0.19 Total dividends declared (cents per share) $0.00 Basic loss per share (cents per share) (6.84) Diluted loss per share (cents per share) (6.84) Share price at financial year end ($) Total dividends declared (cents per share) Basic loss per share (cents per share) Diluted loss per share (cents per share) 2017 2020 2018 2019 2020 2018 2018 2018 $0.09 $0.22 $0.09 $0.47 $0.47 $0.38 $0.47 $0.47 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 (8.64) (4.35) (9.40) (6.54) (4.35) (9.40) (9.40) (9.40) (4.35) (6.54) (4.35) (9.40) (9.40) (8.64) (9.40) (9.40) 2017 2018 2018 $0.47 $0.47 $0.38 $0.00 $0.00 $0.00 (8.64) (9.40) (9.40) (9.40) (8.64) (9.40) 2018 2021 2020 2021 2019 2019 2019 2019 $0.19 $0.47 $0.09 $0.19 $0.22 $0.22 $0.22 $0.22 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 (6.84) (9.40) (4.35) (6.84) (6.54) (6.54) (6.54) (6.54) (6.84) (4.35) (6.84) (6.54) (6.54) (9.40) (6.54) (6.54) 2021 2019 $0.19 $0.22 $0.00 $0.00 (6.84) (6.54) (6.84) (6.54) 2019 2021 2020 2020 2020 2020 $0.19 $0.09 $0.09 $0.22 $0.09 $0.09 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 (6.54) (6.84) (4.35) (4.35) (4.35) (4.35) (6.84) (4.35) (4.35) (6.54) (4.35) (4.35) 2020 $0.09 $0.00 (4.35) (4.35) 2017 $0.38 $0.00 (8.64) (8.64) 2018 $0.47 $0.00 (9.40) (9.40) 2017 $0.38 $0.00 (8.64) (8.64) 2019 $0.22 $0.00 (6.54) (6.54) 2018 $0.47 $0.00 (9.40) (9.40) The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: The factors that are considered to affect total shareholders return (TSR) are summarised below: 30 31 13 14 14 14 14 14 14 14 14 14 14 14 Directors Mr Gavin Coote1,2 Ms Julie King2 Ms Joanne Bryant2 Mr Paul Wright2 Short-term benefits Salary $ 367,260 - - 42,627 Fees $ - 41,268 41,268 - Share-based payments Long-term benefits Long Service Leave $ Post- employment benefits Super- annuation Total $ $ 529,769 26,815 - 45,600 - 4,332 - 4,332 - - 45,600 - 3,956 - 26,838 - 73,421 Equity-settled shares $ Equity-settled options $ 5,014 130,680 - Total 1 Short-term salary benefits payable to Mr Coote include $60,000 for work performed in his role as director. 2 Between 1 July 2020 and 30 September 2020, the fixed remuneration paid to all directors was reduced by 20%. 82,536 39,435 409,887 5,014 157,518 - 694,390 Name Name Name Name Name Name Name Name Table of benefits and payments for the year ended 30 June 2020 Short-term benefits Salary $ Fees $ 192,260 100,900 41,268 - 41,268 - 45,000 42,627 Share-based payments Long-term benefits Long Service Leave $ Post- employment benefits Super- annuation $ 12,565 4,332 - 4,332 - 3,956 - 55,662 - Equity-settled shares $ Equity-settled options $ 2,486 92,769 - Total $ 400,980 - 45,600 - 45,600 147,245 - - Mr Gavin Coote Mr Gavin Coote Mr Paul Wright Mr Paul Wright Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Paul Wright Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Paul Wright Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Mr Gavin Coote Directors Mr Gavin Coote1,2,5,6 Ms Julie King6 Ms Joanne Bryant6 Mr Paul Wright1,3,6 Other KMP Mr Peter Lewis AM4,6 Grant date Number of performance Name Name rights granted 250,000 Mr Gavin Coote Mr Paul Wright 150,000 250,000 Mr Gavin Coote Mr Gavin Coote 250,000 Number of Number of Number of Number of Number of performance performance performance performance performance Name Grant date rights rights rights rights rights granted granted granted granted granted 17-Dec-19 250,000 250,000 250,000 250,000 250,000 Mr Gavin Coote Mr Gavin Coote Mr Paul Wright Mr Paul Wright 17-Dec-19 150,000 150,000 150,000 150,000 150,000 17-Dec-20 250,000 250,000 Mr Gavin Coote Mr Gavin Coote 250,000 250,000 250,000 Mr Gavin Coote Mr Gavin Coote 250,000 250,000 17-Dec-20 250,000 250,000 250,000 Number of Vesting date performance & exercisable Grant date Grant date Grant date Grant date rights date granted 250,000 30-Jun-21 17-Dec-19 17-Dec-19 17-Dec-19 17-Dec-19 30-Jun-21 150,000 17-Dec-19 17-Dec-19 17-Dec-19 17-Dec-19 30-Jun-21 250,000 17-Dec-20 17-Dec-20 17-Dec-20 17-Dec-20 250,000 17-Dec-20 17-Dec-20 30-Jun-22 17-Dec-20 17-Dec-20 Number of Number of Number of Vesting date Vesting date Vesting date Vesting date Vesting date performance performance performance Expiry date Grant date & exercisable & exercisable & exercisable & exercisable & exercisable rights rights rights date date date date date granted granted granted 250,000 30-Jun-22 250,000 17-Dec-19 250,000 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-22 150,000 150,000 17-Dec-19 150,000 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-22 250,000 250,000 17-Dec-20 250,000 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 250,000 250,000 17-Dec-20 250,000 30-Jun-22 30-Jun-22 30-Jun-23 30-Jun-22 30-Jun-22 30-Jun-22 17-Dec-19 17-Dec-19 17-Dec-20 17-Dec-20 Mr Gavin Coote Mr Paul Wright Mr Gavin Coote Mr Gavin Coote Grant date Expiry date Vesting date Expiry date Expiry date Expiry date Expiry date Exercise price Grant date & exercisable Grant date date Vesting date & exercisable date Fair value per Vesting date Vesting date Expiry date option at grant Exercise price Exercise price & exercisable & exercisable Exercise price Exercise price Exercise price date date date Fair value per Fair value per Fair value per Fair value per Fair value per Expiry date Expiry date Expiry date Exercise price Exercise price option at grant option at grant option at grant option at grant option at grant date date date date date Fair value per Exercise price option at grant date Number of Fair value per Fair value per Fair value per performance option at grant option at grant option at grant date Exercise price 17-Dec-19 17-Dec-19 17-Dec-20 17-Dec-20 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-23 $0.00 17-Dec-19 30-Jun-21 17-Dec-19 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 $0.00 17-Dec-19 30-Jun-21 17-Dec-19 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 $0.00 17-Dec-20 30-Jun-21 17-Dec-20 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 $0.00 17-Dec-20 30-Jun-22 17-Dec-20 30-Jun-23 30-Jun-23 30-Jun-23 30-Jun-23 $0.00 30-Jun-21 $0.00 30-Jun-21 $0.00 30-Jun-21 $0.00 30-Jun-22 $0.275 $0.00 $0.00 $0.00 $0.00 30-Jun-21 30-Jun-22 30-Jun-21 $0.275 $0.00 $0.00 $0.00 $0.00 30-Jun-21 30-Jun-22 30-Jun-21 $0.255 $0.00 $0.00 $0.00 $0.00 30-Jun-21 30-Jun-22 30-Jun-21 $0.00 $0.00 $0.255 $0.00 $0.00 30-Jun-22 30-Jun-23 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-23 $0.275 $0.00 $0.275 $0.275 $0.275 $0.275 30-Jun-22 30-Jun-22 $0.275 $0.00 $0.275 $0.275 $0.275 $0.275 30-Jun-22 30-Jun-22 $0.255 $0.00 $0.255 $0.255 $0.255 $0.255 30-Jun-22 30-Jun-22 $0.00 $0.255 $0.255 $0.255 $0.255 $0.255 30-Jun-23 30-Jun-23 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.275 $0.275 $0.00 $0.255 $0.00 $0.00 $0.255 250,000 150,000 250,000 250,000 $0.275 $0.275 $0.255 $0.255 The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. The 250,000 shares issued to Mr Gavin Coote were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 06-Nov-20. The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. The 150,000 shares issued to Mr Paul Wright were for nil consideration, upon vesting of performance rights issued under the consolidated entity's long term incentive plan. The performance rights were granted on 17-Dec-19, vested on 30-Jun-20 and were exercised on 17-Dec-20. Performance rights Performance rights Performance rights Performance rights Performance rights The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows: financial year or future reporting years are as follows: financial year or future reporting years are as follows: financial year or future reporting years are as follows: financial year or future reporting years are as follows: Performance rights Performance rights The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows: financial year or future reporting years are as follows: Performance rights The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows: Performance rights The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows: Performance rights The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows: Performance rights The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows: Hydrix annual report 2021 Hydrix annual report 2021 Directors' report Hydrix Limited Directors' Report 30 June 2021 REMUNERATION REPORT (Audited) (Continued) Additional disclosures relating to KMP Shareholding The number of shares in the company held during the financial year by each director and other members of KMP of the consolidated entity, including their personally related parties is set out below: Mr Gavin Coote Ms Julie King Ms Joanne Bryant Mr Paul Wright Balance at the start of the year Received as part of remuneration 1,643,912 250,000 - 15,639,345 1,136,287 - 327,586 150,000 18,747,130 Additions Disposals / Other Balance at the end of the year 547,971 - 2,000,000 - 378,764 - 474,196 - - 2,441,883 17,639,345 1,515,051 951,782 22,548,061 400,000 3,400,931 Performance rights holding The number of performance rights over ordinary shares in the company held during the financial year by each director and other members of KMP of the consolidated entity, including their personally related parties is set out below: Mr Gavin Coote Ms Julie King Ms Joanne Bryant Mr Paul Wright Balance at the start of the year Granted Exercised Expired / forfeited / other 500,000 500,000 - - 300,000 800,000 500,000 400,000 - - - - - 250,000 - - - 150,000 - - Balance at the end of the year 750,000 - - 150,000 900,000 The performance rights vest subject to satisfaction of prescribed vesting conditions including financial, operational, corporate governance, strategic planning and business development objectives set by the Board. This concludes the remuneration report, which has been audited Hydrix Limited Hydrix Limited Hydrix Limited Directors' Report Directors' Report Directors' Report 30 June 2021 30 June 2021 30 June 2021 Shares under option / performance rights Shares under option / performance rights Shares under option / performance rights At the date of this report, there were 20,710,070 options and 900,000 performance rights to acquire ordinary shares of the company as follows: At the date of this report, there were 20,710,070 options and 900,000 performance rights to acquire ordinary shares of the company as follows: At the date of this report, there were 20,710,070 options and 900,000 performance rights to acquire ordinary shares of the company as follows: Class of Unlisted Class of Unlisted Class of Unlisted Options Options Options Performance rights Performance rights Performance rights Performance rights Performance rights Performance rights Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Attaching options Attaching options Attaching options Underwriter options Underwriter options Underwriter options Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Attaching options Attaching options Attaching options Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Employee LTIP Performance rights Performance rights Performance rights Performance rights Performance rights Performance rights Note Note Note (i) (i) (i) (i) (i) (i) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (ii) (iii) (iii) (iii) (iv) (iv) (iv) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (v) (vi) (vi) (vi) (vii) (vii) (vii) (vii) (vii) (vii) (vii) (vii) (vii) (vii) (vii) (vii) (viii) (viii) (viii) (viii) (viii) (viii) Exercise Exercise Exercise Price Price Price $0.000 $0.000 $0.000 $0.000 $0.000 $0.000 $0.290 $0.290 $0.290 $0.290 $0.290 $0.290 $0.290 $0.290 $0.290 $0.290 $0.290 $0.290 $0.120 $0.120 $0.120 $0.120 $0.120 $0.120 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.120 $0.120 $0.120 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.075 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Vesting Date Vesting Date Vesting Date Expiry Date Expiry Date Expiry Date Grant Date Grant Date Grant Date Fair Value at Fair Value at Fair Value at Grant Date Grant Date Grant Date Balance at 30 Balance at 30 Balance at 30 June 2021 June 2021 June 2021 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 9-Mar-20 9-Mar-20 9-Mar-20 1-Jul-20 1-Jul-20 1-Jul-20 1-Jul-21 1-Jul-21 1-Jul-21 1-Jul-22 1-Jul-22 1-Jul-22 30-Jul-20 30-Jul-20 30-Jul-20 31-Jul-20 31-Jul-20 31-Jul-20 8-Sep-20 8-Sep-20 8-Sep-20 1-Jul-21 1-Jul-21 1-Jul-21 1-Jul-22 1-Jul-22 1-Jul-22 1-Jul-23 1-Jul-23 1-Jul-23 18-Sep-20 18-Sep-20 18-Sep-20 2-Oct-20 2-Oct-20 2-Oct-20 1-Jul-21 1-Jul-21 1-Jul-21 1-Jul-22 1-Jul-22 1-Jul-22 1-Jul-23 1-Jul-23 1-Jul-23 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 31-Jul-22 31-Jul-22 31-Jul-22 31-Jul-22 31-Jul-22 31-Jul-22 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 31-Jul-22 31-Jul-22 31-Jul-22 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-25 30-Jun-22 30-Jun-22 30-Jun-22 30-Jun-23 30-Jun-23 30-Jun-23 17-Dec-19 17-Dec-19 17-Dec-19 17-Dec-19 17-Dec-19 17-Dec-19 9-Mar-20 9-Mar-20 9-Mar-20 9-Mar-20 9-Mar-20 9-Mar-20 9-Mar-20 9-Mar-20 9-Mar-20 9-Mar-20 9-Mar-20 9-Mar-20 30-Jul-20 30-Jul-20 30-Jul-20 31-Jul-20 31-Jul-20 31-Jul-20 8-Sep-20 8-Sep-20 8-Sep-20 8-Sep-20 8-Sep-20 8-Sep-20 8-Sep-20 8-Sep-20 8-Sep-20 8-Sep-20 8-Sep-20 8-Sep-20 18-Sep-20 18-Sep-20 18-Sep-20 2-Oct-20 2-Oct-20 2-Oct-20 2-Oct-20 2-Oct-20 2-Oct-20 2-Oct-20 2-Oct-20 2-Oct-20 2-Oct-20 2-Oct-20 2-Oct-20 17-Dec-20 17-Dec-20 17-Dec-20 17-Dec-20 17-Dec-20 17-Dec-20 $0.275 $0.275 $0.275 $0.275 $0.275 $0.275 $0.082 $0.082 $0.082 $0.082 $0.082 $0.082 $0.082 $0.082 $0.082 $0.082 $0.082 $0.082 $0.033 $0.033 $0.033 $0.029 $0.029 $0.029 $0.272 $0.272 $0.272 $0.272 $0.272 $0.272 $0.272 $0.272 $0.272 $0.272 $0.272 $0.272 $0.204 $0.204 $0.204 $0.262 $0.262 $0.262 $0.262 $0.262 $0.262 $0.262 $0.262 $0.262 $0.262 $0.262 $0.262 $0.255 $0.255 $0.255 $0.255 $0.255 $0.255 250,000 250,000 250,000 150,000 150,000 150,000 136,578 136,578 136,578 136,552 136,552 136,552 131,087 131,087 131,087 131,098 131,098 131,098 5,776,859 5,776,859 5,776,859 8,847,325 8,847,325 8,847,325 171,566 171,566 171,566 161,055 161,055 161,055 161,055 161,055 161,055 161,061 161,061 161,061 4,666,666 4,666,666 4,666,666 128,439 128,439 128,439 142,498 142,498 142,498 142,498 142,498 142,498 142,502 142,502 142,502 250,000 250,000 250,000 250,000 250,000 250,000 Balance at Balance at Balance at Date of this Date of this Date of this Report Report Report 250,000 250,000 250,000 150,000 150,000 150,000 136,578 136,578 136,578 136,552 136,552 136,552 131,087 131,087 131,087 131,098 131,098 131,098 5,450,090 5,450,090 5,450,090 8,847,325 8,847,325 8,847,325 171,566 171,566 171,566 161,055 161,055 161,055 161,055 161,055 161,055 161,061 161,061 161,061 4,666,666 4,666,666 4,666,666 128,439 128,439 128,439 142,498 142,498 142,498 142,498 142,498 142,498 142,502 142,502 142,502 250,000 250,000 250,000 250,000 250,000 250,000 (i) On 17 December 2019, 800,000 Performance Rights were issued to Directors under the LTIP, and subsequently 250,000 and 150,000 were (i) On 17 December 2019, 800,000 Performance Rights were issued to Directors under the LTIP, and subsequently 250,000 and 150,000 were (i) On 17 December 2019, 800,000 Performance Rights were issued to Directors under the LTIP, and subsequently 250,000 and 150,000 were exercised on 6 November 2020 and 17 December 2020 respectively. exercised on 6 November 2020 and 17 December 2020 respectively. exercised on 6 November 2020 and 17 December 2020 respectively. (ii) On 9 March 2020, 785,127 options were issued to employees under the LTIP, and subsequently 155,995 were forfeited due to failure to meet (ii) On 9 March 2020, 785,127 options were issued to employees under the LTIP, and subsequently 155,995 were forfeited due to failure to meet (ii) On 9 March 2020, 785,127 options were issued to employees under the LTIP, and subsequently 155,995 were forfeited due to failure to meet vesting conditions and 93,817 lapsed after not being exercised within 60 days of cessation of employment. These options vest subject to time- vesting conditions and 93,817 lapsed after not being exercised within 60 days of cessation of employment. These options vest subject to time- vesting conditions and 93,817 lapsed after not being exercised within 60 days of cessation of employment. These options vest subject to time- based and performance-based vesting conditions, including the employee remaining in the employ of the consolidated entity during the based and performance-based vesting conditions, including the employee remaining in the employ of the consolidated entity during the based and performance-based vesting conditions, including the employee remaining in the employ of the consolidated entity during the performance period and satisfaction of individual KPI's. performance period and satisfaction of individual KPI's. performance period and satisfaction of individual KPI's. (iii) On 30 July 2020, 8,847,531 Attaching Options were issued under the Entitlement Offer as announced by the consolidated entity on 6 July (iii) On 30 July 2020, 8,847,531 Attaching Options were issued under the Entitlement Offer as announced by the consolidated entity on 6 July (iii) On 30 July 2020, 8,847,531 Attaching Options were issued under the Entitlement Offer as announced by the consolidated entity on 6 July 2020, and subsequently 3,397,441 were exercised. 2020, and subsequently 3,397,441 were exercised. 2020, and subsequently 3,397,441 were exercised. (iv) On 31 July 2020, 11,847,325 Attaching Options were issued to underwriters under the Entitlement Offer as announced by the consolidated (iv) On 31 July 2020, 11,847,325 Attaching Options were issued to underwriters under the Entitlement Offer as announced by the consolidated (iv) On 31 July 2020, 11,847,325 Attaching Options were issued to underwriters under the Entitlement Offer as announced by the consolidated entity on 6 July 2020, and subsequently 3,000,000 were exercised. entity on 6 July 2020, and subsequently 3,000,000 were exercised. entity on 6 July 2020, and subsequently 3,000,000 were exercised. (v) On 8 September 2020, 878,038 options were issued to employees under the LTIP, and subsequently 7,813 were exercised, 175,349 were (v) On 8 September 2020, 878,038 options were issued to employees under the LTIP, and subsequently 7,813 were exercised, 175,349 were (v) On 8 September 2020, 878,038 options were issued to employees under the LTIP, and subsequently 7,813 were exercised, 175,349 were forfeited due to failure to meet vesting conditions and 40,139 lapsed after not being exercised within 60 days of cessation of employment. These forfeited due to failure to meet vesting conditions and 40,139 lapsed after not being exercised within 60 days of cessation of employment. These forfeited due to failure to meet vesting conditions and 40,139 lapsed after not being exercised within 60 days of cessation of employment. These including the employee remaining in the employ of the options vest subject to time-based and performance-based vesting conditions, including the employee remaining in the employ of the options vest subject to time-based and performance-based vesting conditions, including the employee remaining in the employ of the options vest subject to time-based and performance-based vesting conditions, consolidated entity during the performance period and satisfaction of individual KPI's. consolidated entity during the performance period and satisfaction of individual KPI's. consolidated entity during the performance period and satisfaction of individual KPI's. (vi) On 31 July 2020, 4,666,666 Attaching Options were issued under the Placement Offer as announced by the consolidated entity on 6 July 2020. (vi) On 31 July 2020, 4,666,666 Attaching Options were issued under the Placement Offer as announced by the consolidated entity on 6 July 2020. (vi) On 31 July 2020, 4,666,666 Attaching Options were issued under the Placement Offer as announced by the consolidated entity on 6 July 2020. (vii) On 2 October 2020, 582,500 options were issued to employees under the LTIP, and subsequently 26,563 were exercised during the year (vii) On 2 October 2020, 582,500 options were issued to employees under the LTIP, and subsequently 26,563 were exercised during the year (vii) On 2 October 2020, 582,500 options were issued to employees under the LTIP, and subsequently 26,563 were exercised during the year ended 30 June 2021. These options vest subject to time-based and performance-based vesting conditions, including the employee remaining in ended 30 June 2021. These options vest subject to time-based and performance-based vesting conditions, including the employee remaining in ended 30 June 2021. These options vest subject to time-based and performance-based vesting conditions, including the employee remaining in the employ of the consolidated entity during the performance period and satisfaction of individual KPI's. the employ of the consolidated entity during the performance period and satisfaction of individual KPI's. the employ of the consolidated entity during the performance period and satisfaction of individual KPI's. (viii) On 17 December 2020, 500,000 Performance Rights were issued to Directors under the LTIP. (viii) On 17 December 2020, 500,000 Performance Rights were issued to Directors under the LTIP. (viii) On 17 December 2020, 500,000 Performance Rights were issued to Directors under the LTIP. Option holders do not have any right, by virtue of the option, to participate in any share issue of the company or any related entity or in the Option holders do not have any right, by virtue of the option, to participate in any share issue of the company or any related entity or in the Option holders do not have any right, by virtue of the option, to participate in any share issue of the company or any related entity or in the interest issue of any other registered scheme. For details of options issued to directors and executives as remuneration, refer to the interest issue of any other registered scheme. For details of options issued to directors and executives as remuneration, refer to the interest issue of any other registered scheme. For details of options issued to directors and executives as remuneration, refer to the Remuneration Report. Remuneration Report. Remuneration Report. 32 33 15 16 16 16 Hydrix annual report 2021 Hydrix annual report 2021 Directors' report Hydrix Limited Directors' Report 30 June 2021 Indemnity and insurance of officers The company has indemnified the directors and executives of the consolidated entity for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the consolidated entity paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Auditor's independence declaration Indemnity and insurance of auditor To the extent permitted by law, the company has agreed to indemnify its auditors, Grant Thornton Audit Pty Ltd, as part of the terms of its audit engagement agreement against claims made by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Grant Thornton Audit Pty Ltd during or since end of the financial year. The company has not otherwise, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the consolidated entity or any related entity against a liability incurred by the auditor. Proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or part of those proceedings. Non-audit services Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 26 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 26 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons: - all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and - none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards. Rounding of amounts The company is of a kind referred to in Corporations Instrument 2016/191, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest dollar. issued by the Australian Securities and Investments Commission, Auditor’s Independence Declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors Mr Gavin Coote Executive Chairman 31-August-2021 Melbourne 34 17 35 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. www.grantthornton.com.au Collins Square, Tower 5 727 Collins Street Melbourne VIC 3008 Correspondence to: GPO Box 4736 Melbourne VIC 3001 T +61 3 8320 2222 E info.vic@au.gt.com W www.grantthornton.com.au Auditor’s Independence Declaration To the Directors of Hydrix Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Hydrix Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been: a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b no contraventions of any applicable code of professional conduct in relation to the audit. Grant Thornton Audit Pty Ltd Chartered Accountants A C Pitts Partner – Audit & Assurance Melbourne, 31 August 2021 Hydrix annual report 2021 Hydrix annual report 2021 Consolidated statement of profit & loss and other comprehensive income Hydrix Limited Hydrix Limited year ended 30 June 2021 Consolidated Statement of Profit & Loss and Other Comprehensive Income Consolidated Statement of Profit & Loss and Other Comprehensive Income For the year ended 30 June 2021 For the year ended 30 June 2021 Revenue Revenue Interest income Revenue Revenue Interest income Operating expenses Operating expenses Employee benefits expense Employee benefits expense Project material expenses Project material expenses Cost of sales Cost of sales Depreciation and amortisation expense Depreciation and amortisation expense Finance costs Finance costs Rental expense Rental expense Selling, advertising and distribution expenses Selling, advertising and distribution expenses Research and development expenses Research and development expenses Other expenses Other expenses Share based payment expenses Share based payment expenses Impairment of goodwill Impairment of goodwill Impairment of receivables Impairment of receivables Gain/(Loss) on financial instruments at fair value through profit or loss Gain/(Loss) on financial instruments at fair value through profit or loss Gain/(Loss) on contingent consideration liability Gain/(Loss) on contingent consideration liability Impairment of plant and equipment Impairment of plant and equipment Debt extinguishment loss Debt extinguishment loss Unrealised foreign exchange Gain/(Loss) Unrealised foreign exchange Gain/(Loss) Note Note 2021 2021 $ $ 2020 2020 $ $ 4 4 5 5 5 5 5 5 5 31 5 31 8 5 8 5 9 9 9,296,410 9,296,410 15,328 15,328 9,311,738 9,311,738 15,887,868 15,887,868 11,875 11,875 15,899,742 15,899,742 (9,654,553) (9,654,553) (1,766,079) (1,766,079) (38,896) (38,896) (2,446,900) (2,446,900) (1,110,082) (1,110,082) 46,378 46,378 (208,041) (208,041) - - (1,970,840) (1,970,840) (426,771) (426,771) (1,269,400) (1,269,400) 94,602 94,602 (69,825) (69,825) (190,486) (190,486) - - - - (79,537) (79,537) (19,090,431) (19,090,431) - (11,617,956) (11,617,956) (1,576,638) (1,576,638) - (1,160,581) (1,160,581) (1,304,961) (1,304,961) (160,505) (160,505) (362,918) (362,918) 162,763 162,763 (2,292,113) (2,292,113) (183,484) (183,484) - - (133,091) (133,091) 927,303 927,303 (85,994) (85,994) (201,652) (201,652) (1,063,586) (1,063,586) 280,938 280,938 (18,772,476) (18,772,476) Loss before income tax expense Loss before income tax expense (9,778,693) (9,778,693) (2,872,734) (2,872,734) Income tax (expense)/ benefit Income tax (expense)/ benefit 6 6 - - (346,727) (346,727) Loss after income tax expense Loss after income tax expense (9,778,693) (9,778,693) (3,219,461) (3,219,461) Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Movement in functional currency of foreign operations Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Movement in functional currency of foreign operations 21 21 (1,909) (1,909) - - Total comprehensive loss for year attributable to the Owners of Hydrix Limited Total comprehensive loss for year attributable to the Owners of Hydrix Limited (9,780,602) (9,780,602) (3,219,461) (3,219,461) Loss per share Basic and diluted earnings per share (cents per share) Loss per share Basic and diluted earnings per share (cents per share) 30 30 $ $ Cents (6.84) Cents (6.84) Cents (4.35) Cents (4.35) $ $ The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes Hydrix Limited Hydrix Limited Hydrix Limited Consolidated Statement of Financial Position Consolidated Statement of Financial Position Consolidated Statement of Financial Position As at 30 June 2021 As at 30 June 2021 As at 30 June 2021 Current assets Current assets Current assets Cash and cash equivalents Cash and cash equivalents Cash and cash equivalents Trade and other receivables Trade and other receivables Trade and other receivables Contract assets Contract assets Contract assets Prepayments Prepayments Prepayments Inventory Inventory Inventory Total current assets Total current assets Total current assets Non-current assets Non-current assets Non-current assets Financial assets at fair value through profit & loss Financial assets at fair value through profit & loss Financial assets at fair value through profit & loss Plant and equipment Plant and equipment Plant and equipment Right of use assets Right of use assets Right of use assets Intangible assets Intangible assets Intangible assets Other assets Other assets Other assets Security deposits Security deposits Security deposits Total non-current assets Total non-current assets Total non-current assets Total Assets Total Assets Total Assets Current liabilities Current liabilities Current liabilities Trade and other payables Trade and other payables Trade and other payables Contract liabilities Contract liabilities Contract liabilities Borrowings Borrowings Borrowings Derivative liabilities Derivative liabilities Derivative liabilities Employee benefits Employee benefits Employee benefits Lease liabilities C Lease liabilities C Lease liabilities C Other liabilities Other liabilities Other liabilities Total current Liabilities Total current Liabilities Total current Liabilities Non-current liabilities Non-current liabilities Non-current liabilities Borrowings NC Borrowings NC Borrowings NC Employee benefits' Employee benefits' Employee benefits' Lease liabilities NC Lease liabilities NC Lease liabilities NC Provisions' Provisions' Provisions' Other liabilities (NC) Other liabilities (NC) Other liabilities (NC) Total non-Current Liabilities Total non-Current Liabilities Total non-Current Liabilities Total Liabilities Total Liabilities Total Liabilities Net Assets Net Assets Net Assets Equity Equity Equity Issued capital Issued capital Issued capital Reserves Reserves Reserves Accumulated losses Accumulated losses Accumulated losses Total Equity Total Equity Total Equity Consolidated statement of financial position as at 30 June 2021 Note Note Note 2021 2021 2021 $ $ $ 2020 2020 2020 $ $ $ 7 7 7 8 8 8 13 13 13 11 11 11 9 9 9 19 19 19 10 10 10 12 12 12 13 13 13 17 17 17 18 18 18 15 15 15 19 19 19 14 14 14 17 17 17 15 15 15 19 19 19 16 16 16 14 14 14 20 20 20 21 21 21 22 22 22 6,647,225 6,647,225 6,647,225 574,504 574,504 574,504 1,090,544 1,090,544 1,090,544 178,482 178,482 178,482 11,281 11,281 11,281 8,502,036 8,502,036 8,502,036 1,690,194 1,690,194 1,690,194 3,088,210 3,088,210 3,088,210 681,832 681,832 681,832 140,278 140,278 140,278 - - - 5,600,514 5,600,514 5,600,514 2,847,102 2,847,102 2,847,102 454,604 454,604 454,604 2,076,561 2,076,561 2,076,561 4,985,965 4,985,965 4,985,965 87,602 87,602 87,602 424,980 424,980 424,980 10,876,814 10,876,814 10,876,814 2,234,704 2,234,704 2,234,704 328,031 328,031 328,031 2,538,019 2,538,019 2,538,019 7,875,857 7,875,857 7,875,857 20,768 20,768 20,768 424,980 424,980 424,980 13,422,359 13,422,359 13,422,359 19,378,850 19,378,850 19,378,850 19,022,873 19,022,873 19,022,873 1,529,393 1,529,393 1,529,393 1,601,717 1,601,717 1,601,717 1,000,000 1,000,000 1,000,000 770,910 770,910 770,910 902,302 902,302 902,302 637,184 637,184 637,184 2,499,687 2,499,687 2,499,687 8,941,193 8,941,193 8,941,193 1,250,000 1,250,000 1,250,000 201,863 201,863 201,863 3,086,770 3,086,770 3,086,770 189,371 189,371 189,371 - - - 4,728,004 4,728,004 4,728,004 1,247,101 1,247,101 1,247,101 1,291,008 1,291,008 1,291,008 276,664 276,664 276,664 450,782 450,782 450,782 734,011 734,011 734,011 507,294 507,294 507,294 120,000 120,000 120,000 4,626,860 4,626,860 4,626,860 5,742,597 5,742,597 5,742,597 248,931 248,931 248,931 3,393,824 3,393,824 3,393,824 190,209 190,209 190,209 2,524,482 2,524,482 2,524,482 12,100,043 12,100,043 12,100,043 13,669,197 13,669,197 13,669,197 16,726,903 16,726,903 16,726,903 5,709,653 5,709,653 5,709,653 2,295,970 2,295,970 2,295,970 95,402,178 95,402,178 95,402,178 1,772,905 1,772,905 1,772,905 (91,465,430) (91,465,430) (91,465,430) 5,709,653 5,709,653 5,709,653 82,506,939 82,506,939 82,506,939 1,814,874 1,814,874 1,814,874 (82,025,843) (82,025,843) (82,025,843) 2,295,970 2,295,970 2,295,970 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes The above consolidated statement of financial position should be read in conjunction with the accompanying notes The above consolidated statement of financial position should be read in conjunction with the accompanying notes The above consolidated statement of financial position should be read in conjunction with the accompanying notes The above consolidated statement of financial position should be read in conjunction with the accompanying notes 36 19 19 20 20 20 37 Hydrix annual report 2021 Hydrix annual report 2021 Consolidated statement of changes in equity year ended 30 June 2021 Hydrix Limited Consolidated Statement of Changes in Equity For the year ended 30 June 2021 Hydrix Limited Consolidated Statement of Changes in Equity For the year ended 30 June 2021 Consolidated Consolidated Issued Issued Capital Capital $ $ Reserves Reserves $ $ Accumulated Accumulated Losses Losses $ $ Total $ Total $ Balance at 1 July 2019 Balance at 1 July 2019 79,276,500 79,276,500 810,437 810,437 (78,950,429) (78,950,429) 1,136,508 1,136,508 Reclassification of financial assets Reclassification of financial assets - - 31,529 31,529 (31,529) (31,529) - - Loss after income tax expense for the year Other comprehensive income, net of tax Total comprehensive income for the year Loss after income tax expense for the year Other comprehensive income, net of tax Total comprehensive income for the year - - - - - - - - - - - - (3,219,461) (3,219,461) - - (3,219,461) (3,219,461) (3,219,461) (3,219,461) - - (3,219,461) (3,219,461) Transactions with owners in their capacity as owners: Share based payments Exercised options / performance rights Expired options Contributions of equity, net of transaction costs Contingent equity consideration Transactions with owners in their capacity as owners: Share based payments Exercised options / performance rights Expired options Contributions of equity, net of transaction costs Contingent equity consideration - - 355,000 355,000 - - 2,875,439 2,875,439 - - 183,484 183,484 (355,000) (355,000) (175,576) (175,576) - - 1,320,000 1,320,000 - - - - 175,576 175,576 - - - - 183,484 183,484 - - - - 2,875,439 2,875,439 1,320,000 1,320,000 Balance at 30 June 2020 Balance at 30 June 2020 82,506,939 82,506,939 1,814,874 1,814,874 (82,025,843) (82,025,843) 2,295,970 2,295,970 Consolidated Consolidated Issued Issued Capital Capital $ $ Reserves Reserves $ $ Accumulated Accumulated Losses Losses $ $ Total $ Total $ Balance at 1 July 2020 Balance at 1 July 2020 82,506,939 82,506,939 1,814,874 1,814,874 (82,025,843) (82,025,843) 2,295,970 2,295,970 Loss after income tax expense for the year Other comprehensive income, net of tax Total comprehensive income for the year Loss after income tax expense for the year Other comprehensive income, net of tax Total comprehensive income for the year - - - - - - - - (1,909) (1,909) (1,909) (1,909) (9,778,693) (9,778,693) - - (9,778,693) (9,778,693) (9,778,693) (9,778,693) (1,909) (1,909) (9,780,602) (9,780,602) Transactions with owners in their capacity as owners: Share based payments Exercised options / performance rights Expired options Contributions of equity, net of transaction costs Transactions with owners in their capacity as owners: Share based payments Exercised options / performance rights Expired options Contributions of equity, net of transaction costs - - 130,303 130,303 - - 12,764,936 12,764,936 426,771 426,771 (136,814) (136,814) (330,017) (330,017) - - - - 9,089 9,089 330,017 330,017 - - 426,771 426,771 2,578 2,578 - - 12,764,936 12,764,936 Consolidated statement of cash flows year ended 30 June 2021 Hydrix Limited Consolidated Statement of Cash Flows For the year ended 30 June 2021 Hydrix Limited Consolidated Statement of Cash Flows For the year ended 30 June 2021 Cash Flows from operating activities Cash Flows from operating activities Receipts from customers (including GST) Receipts from customers (including GST) Payments to suppliers and employees (including GST) Payments to suppliers and employees (including GST) Receipt of government grants Receipt of government grants Income tax receipt (R&D tax incentive) Income tax receipt (R&D tax incentive) Net cash used in operating activities Net cash used in operating activities Cash Flows from Investing Activities Payments for plant and equipment Payments for intangible assets Payments for investments Cash Flows from Investing Activities Payments for plant and equipment Payments for intangible assets Payments for investments Net cash used in investing activities Net cash used in investing activities Cash Flows from financing activities Cash Flows from financing activities Proceeds from issue of shares Proceeds from issue of shares Share issue transaction costs paid Share issue transaction costs paid Proceeds from borrowings Proceeds from borrowings Borrowing transaction costs paid Borrowing transaction costs paid Repayments of borrowings Repayments of borrowings Interest received Interest received Interest and other finance costs paid Interest and other finance costs paid Repayments of lease liabilities Repayments of lease liabilities Note Note 2021 $ 2021 $ 2020 $ 2020 $ 9,883,931 (13,650,460) 1,716,151 117,133 9,883,931 (13,650,460) 1,716,151 117,133 16,812,408 (17,749,255) 477,500 262,393 16,812,408 (17,749,255) 477,500 262,393 23 9 10 (1,933,245) 23 (1,933,245) (196,954) (196,954) (239,839) 9 (251,684) 10 (150,040) (641,563) (239,839) (251,684) (150,040) (42,610) (12,362) (1,012,510) (42,610) (12,362) (1,012,510) (641,563) (1,067,482) (1,067,482) 13,718,757 2,567,700 13,718,757 (209,462) (986,726) (986,726) - 5,678,235 - (120,000) - - (3,632,016) (4,026,664) (4,026,664) 11,875 15,328 15,328 (1,131,485) (943,605) (943,605) (444,844) (245,226) (245,226) 2,567,700 (209,462) 5,678,235 (120,000) (3,632,016) 11,875 (1,131,485) (444,844) Net cash flow from financing activities Net cash flow from financing activities 7,531,864 7,531,864 2,720,003 2,720,003 Net increase in cash and cash equivalents Net increase in cash and cash equivalents 4,957,056 4,957,056 1,455,567 1,455,567 Cash and cash equivalents at start of year Cash and cash equivalents at start of year Effects of exchange rate changes on cash and cash equivalents Effects of exchange rate changes on cash and cash equivalents 1,690,194 (25) 1,690,194 (25) 234,627 - 234,627 - Cash and cash equivalents at end of year Cash and cash equivalents at end of year 7 6,647,225 7 6,647,225 1,690,194 1,690,194 Balance at 30 June 2021 Balance at 30 June 2021 95,402,178 95,402,178 1,772,905 1,772,905 (91,465,430) (91,465,430) 5,709,653 5,709,653 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes The above consolidated statement of cash flows should be read in conjunction with the accompanying notes The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes The above consolidated statement of cash flows should be read in conjunction with the accompanying notes The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 38 22 22 39 21 21 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 1 General Information The financial statements cover Hydrix Limited as a consolidated entity consisting of Hydrix Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Hydrix Limited's functional and presentation currency. Hydrix Limited is a company limited by shares and incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue by the directors of the company on 31 August 2021. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 Accordingly, the directors believe the consolidated entity will continue as a going concern and it is appropriate to adopt the going concern basis in the preparation of the financial report. The financial statements do not include any adjustments relating to amounts or classification of recorded assets or liabilities that might be necessary should the consolidated entity not be able to continue as a going concern. b) Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 28. a) Basis of Preparation c) Principles of consolidation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The Company is a for-profit entity for financial reporting purposes under the Australian Accounting Standards. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of the financial statements are presented below and have been consistently applied unless stated otherwise. Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and derivatives. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to financial statements are disclosed in note 2. Going concern The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. For the year ended 30 June 2021, the consolidated entity incurred a net loss before tax of $9,778,693, reported cash used in operations of $1,933,245 and had a net current assets deficit (current assets less current liabilities) of $439,157. Subsequent to balance date, Victoria (the consolidated entity’s principal place of business) and Australia more broadly, continued to be significantly disrupted by COVID-19 outbreaks impacting upon near term revenue generation of product development services and commencing distribution of the consolidated entity’s cardiovascular technologies. The above factors create business uncertainty which may cast doubt over the business continuing as a going concern and whether the consolidated entity will be able to realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the financial report. Despite these business uncertainties, the directors are of the opinion the consolidated entity will continue as a going concern, taking into consideration various factors including: - The consolidated entity had an available cash balance of $6,647,225 at 30 June 2021; - The consolidated entity, at 30 June 2021, had 19,290,850 in-the-money listed $0.12 cents HYDO options expiring 31 July 2022 which if exercised, will provide additional cash of $2,314,902; - Subsequent to the end of the financial year, the consolidated entity deferred the March 2022 maturity of the $1,000,000 unsecured shareholder loan to 31 December 2022 (refer Note 17); - Based on anticipated timing of milestone achievements, the directors believe the consolidated entity will not be required to pay the second tranche of USD$1,000,000 of the contingent consideration liability during the next 12 months (refer Note 14); - The derivative liability is treated as current in the financial statements based on the warrants issued to Pure Asset Management (PAM) being exercisable any time before the expiration date of 17 December 2023. In the event PAM fully exercises the warrants, the consolidated entity would receive approximately $2,384,036 cash inflow; - A budget and cash flow forecast for the 12 month period from the date of signing of the financial statements, which supports the directors' assertion, has been prepared based on assumptions about certain economic, operating and trading performance achievement contingent on future events and actions yet to occur, and which may not necessarily occur. Should the need arise, there are operating costs of the business that will be reduced if required. Whilst the directors believe the assumptions are best estimate assumptions based upon information available, the occurrence and timing of future events are not certain. The directors will continually monitor the operating performance against the budget and cash flow forecast; and - The directors believe the consolidated entity would be able to raise additional capital if required to support strategic growth initiatives and working capital. The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Hydrix Limited ('company' or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. Hydrix Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'. Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. d) Foreign currency translation The financial statements are presented in Australian dollars, which is Hydrix Limited's functional and presentation currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. e) Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the company's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the company's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. f) Impairment of assets At the end of each reporting period, the consolidated entity assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss. Where it is not possible to estimate the recoverable amount of an individual asset, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. 40 23 24 41 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 g) Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. h) Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses. i) Contract assets Contract assets are recognised when the consolidated entity has transferred goods or services to the customer but where an unconditional right to consideration is yet to be established, less any allowance for expected credit losses. j) Investments and other financial assets Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset, unless an accounting mismatch is being avoided. Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off. Financial assets at fair value through profit or loss Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss. Financial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition. Impairment of financial assets The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss. k) Contract liabilities Contract liabilities represent the consolidated entity's performance obligation with respect to the transfer of goods or services to a customer and are recognised when a customer pays consideration before the consolidated entity has transferred the goods or services to the customer. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 l) Financial liabilities The consolidated entity’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). All interest-related charges are included within finance costs or finance income. m) Fair value measurement of financial instruments The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective. The fair value of assets and liabilities classified as level 2 and level 3 are determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs. The following table shows the levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 30 June 2021 and 30 June 2020. 30 June 2021 Financial assets Listed securities Investment in Angel Medical Systems, Inc. Investment in Cyban Pty Ltd Investment in Gyder Surgical Pty Ltd Gyder Surgical Pty Ltd convertible note Total financial assets recognised at fair value Financial liabilities Embedded derivative liability Total financial liabilities recognised at fair value 30 June 2020 Financial assets Listed securities Investment in Angel Medical Systems, Inc. Investment in Cyban Pty Ltd Investment in Gyder Surgical Pty Ltd Total financial assets recognised at fair value Financial liabilities Embedded derivative liability Total financial liabilities recognised at fair value Level 1 $ Level 2 $ Level 3 $ Total $ 33,371 - - - 33,371 - - - - - - 1,330,182 400,050 835,071 248,428 2,813,731 33,371 1,330,182 400,050 835,071 248,428 2,847,102 - - 770,910 770,910 - - 770,910 770,910 Level 1 $ Level 2 $ Level 3 $ Total $ 30,224 - - - 30,224 - - - - - - 1,625,000 200,010 379,470 2,204,480 30,224 1,625,000 200,010 379,470 2,234,704 - - 450,782 450,782 - - 450,782 450,782 There were no transfers between Level 1, Level 2, and Level 3 during the twelve month period to 30 June 2021. The valuation techniques used for instruments categorised in Levels 2, and 3 are described below: Embedded derivative liability (Level 2) A Black-Scholes model has been used as a valuation technique to value the embedded derivative liability. Gyder Surgical Pty Ltd convertible note (Level 3) Management determined the fair value of this investment by reference to the number of notes held and the face value of each note. Gyder Surgical Pty Ltd is a private company and its valuation is less prone to fluctuations in response to economic and business developments or general market sentiment as compared to a public company. 42 25 26 43 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 Investment in Gyder Surgical Pty Ltd (Level 3) Management determined the fair value of this investment by reference to the issue price achieved during its last capital raise during September 2020. Gyder Surgical Pty Ltd is a private company and its valuation is less prone to fluctuations in response to economic and business developments or general market sentiment as compared to a public company. Investment in Cyban Pty Ltd (Level 3) Management determined the fair value of this investment by reference to the issue price achieved during its last capital raise during April 2021. Cyban Pty Ltd is a private company and its valuation is less prone to fluctuations in response to economic and business developments or general market sentiment as compared to a public company. Investment in Angel Medical Systems, Inc. (Level 3) Management determined the fair value of the investment in Angel Medical Systems, Inc. based on unobservable inputs using the best information available in the circumstances, which as Angel Medical Systems’ engineering partner included data and information gathered during the design, engineering, and regulatory consulting services provided for the next generation of product upgrades. Management do not anticipate any change in forecast performance of the next generation product. Angel Medical Systems, Inc. is a private company and its valuation is less prone to fluctuations in response to economic and business developments or general market sentiment as compared to a public company. However, as the investment in Angel Medical Systems, Inc. is held in USD it is exposed to exchange rate risk. n) New or amended Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The adoption of these Accounting Standards and interpretations did not have any significant impact on the financial performance or position of the consolidated entity. The following Accounting Standards and Interpretations are most relevant to the consolidated entity: AASB 2020-4 Amendments to Australian Accounting Standards – COVID-19-Related Rent Concessions The consolidated entity applied AASB 2020-4 for the first time from 1 July 2020. AASB 2020-4 makes amendments to AASB 16 Leases to provide a practical expedient that permits lessees not to assess whether rent concessions that occur as a direct consequence of the COVID-19 pandemic and meet specified conditions are lease modifications and, instead, to account for those rent concessions as if they were not lease modifications. o) New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2021. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below. 2 Critical Accounting Estimates, Assumptions and Judgements The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Fair value measurement of non-cash consideration - revenue recognition (i) To determine the transaction price for contracts in which a customer promises consideration in a form other than cash, the consolidated entity measures the non-cash consideration (or promise of non-cash consideration) at fair value on contract inception date. The fair value of non-cash At the end of each reporting period, the consolidated entity updates the estimated transaction price (including updating its assessment of whether an estimate of variable consideration is constrained) to represent faithfully the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period. The consolidated entity accounts for changes in the transaction price by recognising as revenue, or as a reduction of revenue, amounts allocated to satisfied performance obligations, in the period in which the transaction price changes. Share-based payment transactions (ii) The consolidated entity assesses the fair value of options granted applying the Black-Scholes valuation model. The use of this model requires management to make assumptions regarding key inputs such as risk free rate, share price volatility and time to maturity. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 Impairment of goodwill and non-financial assets (iii) The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other non-financial assets have suffered any impairment. The recoverable amounts of cash-generating units have been determined based on value-in- use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows. Recovery of deferred tax assets (iv) Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Employee benefits provision (v) The liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account. Lease make-good provision (vi) A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision includes future cost estimates associated with closure of the premises. The calculation of this provision requires assumptions such as application of closure dates and cost estimates. The provision recognised for each site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for sites are recognised in the statement of financial position by adjusting the asset and the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or loss. (vii) Derivative liability Management uses valuation techniques, such as a Black-Scholes model, when determining the fair value of derivative liabilities. Inputs to the valuation technique include assumptions and estimates on volatility and risk-free interest rates. (viii) Leases The consolidated entity assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. A single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The consolidated entity recognises lease liabilities to make lease payments and right-of- use assets representing the right to use the underlying assets. Impairment of financial assets (ix) At the end of each reporting period, the consolidated entity assesses whether there is objective evidence that a financial asset has been impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated future cash flows of the financial asset(s). Useful lives and residual values of depreciable and amortisable assets (x) Management reviews its estimate of useful lives and residual values of depreciable and amortisable assets at each reporting date, based on the expected benefit from these assets. 44 27 28 45 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 3 Operating Segments Identification of reportable operating segments The consolidated entity is organised into four operating segments based on the internal reports that are reviewed and used by the Board of Directors [who are identified as the Chief Operating Decision Makers ('CODM')] in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments. Operating segments are presented using the 'management approach’, where the information presented is on the same basis as the internal reports provided to the CODM, who are responsible for the allocation of resources to operating segments and assessing their performance. The consolidated entity's operations are in two geographical locations, being Australia and Singapore. Operating Segment Information Consolidated - 2021 Hydrix Services $ Hydrix Limited Hydrix Medical $ Hydrix Services Hydrix Digital $ Hydrix Ventures $ Total Operations $ Hydrix Hydrix Revenue Sales to external customers Revenue from ordinary activities Other revenue Total Segment revenue Unallocated revenue: Other revenue Interest income Total Segment Revenue 7,373,601 1,626,416 9,000,017 - - 9,000,017 71,620 32,319 103,939 - - 103,939 - - - - - - - - - - - - (1,682,068) (799,416) (557,393) (649) EBITDA Unallocated EBITDA Total EBITDA Finance costs Depreciation and amortisation expense Impairment of goodwill Impairment of receivables Gain/(Loss) on financial instruments at FVTPL Gain/(Loss) on contingent consideration liability Unrealised foreign exchange Gain/(Loss) Contract asset write offs (c/fwd from FY20) Unallocated expenses: Finance costs Depreciation and amortisation expense Share based payment expenses Gain/(Loss) on financial instruments at FVTPL Profit/(Loss) before income tax expense Income tax (expense)/ benefit (Loss) after income tax expense Assets Segment assets Unallocated assets: Cash and cash equivalents Intangible assets Other assets Total assets Liabilities Segment liabilities Unallocated liabilities: Borrowings Other liabilities Total liabilities (390,813) (2,428,553) (1,269,400) 94,602 - - - (173,010) - - - - (5,849,242) - (5,849,242) - (17,727) - - - (190,486) 215,281 - - - - - (792,348) - (792,348) 4,760,794 4,541,305 - - - 4,760,794 - - - 4,541,305 7,778,330 2,600,474 - - 7,778,330 - - 2,600,474 7,445,221 1,658,735 9,103,956 192,454 15,328 9,311,738 (3,039,526) (1,067,758) (4,107,284) (390,813) (2,446,280) (1,269,400) 94,602 250,303 (190,486) (79,537) (173,010) (719,269) (620) (426,771) (320,128) (9,778,693) - (9,778,693) - - - - - - - - - - - - (557,393) - (557,393) - - - - 250,303 - (294,818) - - - - - (45,164) - (45,164) - - - - - - - - - 2,847,385 12,149,484 - - - 2,847,385 - - - - 6,647,225 525,000 57,141 19,378,850 10,378,804 2,250,000 1,040,393 13,669,197 Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 3 Operating Segments (continued) Consolidated - 2020 Hydrix Services $ Hydrix Limited Hydrix Medical $ Hydrix Services Hydrix Digital $ Hydrix Ventures $ Total Operations $ Hydrix Hydrix Revenue Sales to external customers Revenue from ordinary activities Other revenue Total Segment Revenue Unallocated revenue: Other revenue Interest income Total Segment Revenue 14,949,975 770,371 15,720,346 - - 15,720,346 - - - - - - EBITDA Unallocated EBITDA Total EBITDA Finance costs Depreciation and amortisation expense Impairment of receivables Gain/(Loss) on financial instruments at FVTPL Gain/(Loss) on contingent consideration liability Unrealised foreign exchange Gain/(Loss) Contract asset write offs (c/fwd from FY19) Unallocated expenses: Debt extinguishment loss Finance costs Depreciation and amortisation expense Impairment of plant and equipment Other Profit/(Loss) before income tax expense Income tax (expense)/ benefit (Loss) after income tax expense Assets Segment assets Unallocated assets: Cash and cash equivalents Intangible assets Other assets Total assets Liabilities Segment liabilities Unallocated liabilities: Borrowings Other liabilities Total liabilities 1,772,384 (662,518) (433,850) (1,146,940) (133,091) - - - (74,508) - - - - - (16,006) (346,727) (362,733) - (1,933) - - (85,994) 280,938 - - - - - - (469,507) - (469,507) 9,917,277 4,496,924 - - - 9,917,277 - - - 4,496,924 7,356,022 2,609,461 - - 7,356,022 - - 2,609,461 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (2,576) - - - - - - - - - - - - (2,576) - (2,576) 14,949,975 770,371 15,720,346 178,469 927 15,899,742 1,107,290 (1,328,891) (221,601) (433,850) (1,148,873) (133,091) 927,303 (85,994) 280,938 (74,508) (1,063,586) (871,110) (11,708) (201,652) 165,000 (2,872,734) (346,727) (3,219,461) 2,235,129 17,174,330 - - - 2,235,129 - - - - 1,690,194 525,000 158,349 19,022,873 9,965,483 5,992,597 768,823 16,726,903 During the year the consolidated entity temporarily ceased discretionary expenditure and investment in Hydrix Digital. 46 47 29 30 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 4 Revenue Revenue from contracts with customers Rendering of services Project materials and travel recovered Support and maintenance Sales of AngelMed Guardian System Other income: Research and development tax incentive Rental income Government grant Other income Total income from continuing operations Disaggregation of revenue The disaggregation of revenue from contracts with customers is as follows: Timing of revenue recognition Goods transferred at a point in time Services transferred over time 2021 $ 6,264,786 971,908 136,907 71,620 7,445,221 117,133 - 1,716,151 17,905 1,851,189 9,296,410 2020 $ 13,894,275 892,474 147,476 - 14,934,225 262,393 15,750 675,500 - 953,643 15,887,868 71,620 7,373,601 7,445,221 - 14,934,225 14,934,225 Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 4 Revenue (continued) Accounting Policy - Revenue recognition Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Revenue from contracts with customers Revenue is recognised over time at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. (i) (ii) (iii) (iv) (v) Rendering of services Revenue is recognised over time by measuring progress towards the complete satisfaction of each performance obligation. The input method is used to measure progress of performance as a labour cost input method allows revenue to be recognised based on labour hours expended relative to the total labour hours expected to be input to the complete satisfaction of the performance obligation. At the end of each reporting period progress towards complete satisfaction of the performance obligation is remeasured. Interest income Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Research and development tax incentive R&D tax incentives will be recognised in profit before tax (in EBIT) during the period in which they are received from the Australian Taxation Office. Government grant Government grant represents the job keeper and cash flow boost payments received from Federal Government in response to ongoing novel coronavirus (COVID-19) pandemic. Government grants are recognised in the financial statements at their fair values when there is a reasonable assurance that the Group will comply with the requirements and that the grant will be received. Other income Other income is recognised when it is received or when the right to receive payment is established. 48 49 31 32 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 5 Expenses (Loss) before income tax includes the following specific expenses: 2021 $ 2020 $ Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 5 Expenses (continued) Accounting Policy - Expenses Employee benefits expenses Salaries, wages and leave entitlements Defined contribution superannuation expense Employee on-costs Employee training and development Total employee benefits expenses Depreciation Plant and equipment Computer equipment Furniture and fixtures Right-of-use Asset Amortisation Software - including CHEF Framework Customer Contracts & Relationships 8,503,199 707,968 412,042 31,344 9,654,553 13,857 62,258 37,151 461,458 574,724 1,512,212 359,964 1,872,176 10,056,523 880,543 570,320 110,570 11,617,956 28,844 41,755 36,470 461,458 568,527 525,054 67,000 592,054 Total depreciation and amortisation expense 2,446,900 1,160,581 Finance costs Interest expense on lease liabilities Pure Asset Management facility fees Interest on loans and borrowing costs Total finance costs Gain/(Loss) on financial instruments at fair value through profit or loss Gain/(Loss) on derivatives Gain/(Loss) on financial assets Other expenses Bad debts written off Consultancy charges Corporate advisory transaction costs Directors' fees Insurance IT related expenses Legal and professional charges Listing fees and share register maintenance Recruitment fees Travelling costs Administration expenses Total other expenses 389,641 411,487 308,954 1,110,082 (320,128) 250,303 (69,825) 4,415 391,336 - 197,783 134,020 336,496 325,948 104,775 26,134 5,140 444,793 1,970,840 414,942 111,712 778,307 1,304,961 916,921 10,382 927,303 74,508 305,225 447,250 197,783 116,034 367,006 250,631 85,797 124,243 119,744 203,892 2,292,113 Amortisation The amortisable amount of all intangible assets is amortised on a straight-line basis over the period of their expected benefit to the consolidated entity commencing from the time the asset is recognised. Depreciation The depreciable amount of all fixed assets is depreciated on a diminishing value basis over the asset's useful life to the consolidated entity commencing from the time the asset is held ready for use. Defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. Finance costs All finance costs are expensed in the period in which they are incurred. 6 Income Taxes (a) Income tax (expense)/ benefit Current income tax Deferred tax - origination and reversal of temporary differences Adjustment recognised for prior periods Numerical reconciliation of income tax benefit and tax at the statutory rate Loss before income tax expense Tax at the statutory tax rate of 26.00% (Previous year 27.50%) Tax effect amounts which are not (deductible) / taxable in calculating taxable income: Temporary differences not brought to account Share based payments R&D tax incentive income - non assessable Deferred Tax Asset (DTA) on tax losses not brought to account (b) (c) Deferred tax assets The balance comprises temporary differences attributable to: Allowance for expected credit losses Provision for annual leave Provision for long service leave Derivative liability Lease liability Accruals Lease make-good provision Deferred tax liabilities The balance comprises temporary differences attributable to: Contingent consideration Contract assets Financial assets at fair value through profit & loss Intangible assets 2021 $ - - - - 2020 $ - (346,727) - (346,727) 9,778,693 2,872,734 2,542,460 26.00% 790,002 27.50% (211,136) (110,960) 30,455 (2,250,818) - (168,098) (50,458) 72,158 (990,331) (346,727) 26,688 180,191 106,891 200,437 968,229 242,662 49,236 1,774,334 57,132 283,541 59,375 676,406 1,076,454 54,243 139,990 130,318 - 1,072,807 25,885 52,307 1,475,550 - 187,503 - 941,320 1,128,823 51 50 33 34 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 6 Income Taxes (continued) (d) (e) (f) Net deferred tax assets / (liabilities) Provision for impairment Movement in deferred tax assets/(liabilities) Opening balance Credited to profit and loss Credited to equity Closing Balance Deferred tax assets not brought to account at reporting date Operating losses Capital losses 2021 2020 697,880 697,880 $ - - - - 346,727 346,727 $ 346,727 (346,727) - - 7,566,481 74,097 5,635,121 78,372 The deferred tax asset not brought to account will only be obtained if: (a) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised; (b) the conditions for deductibility imposed by tax legislation continue to be complied with; and (c) the company is able to meet the continuity of business and or continuity of ownership tests Accounting Policy - Income tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: ● When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or ● When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Hydrix Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and the subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 7 Cash and cash equivalents Cash at bank Cash on hand 2021 $ 6,647,223 2 6,647,225 2020 $ 1,690,192 2 1,690,194 Reconciliation to cash and cash equivalents at the end of the financial year The above figures are reconciled to cash and cash equivalents at the end of the financial year as shown in the statement of cash flows as follows: Balances as above Balance as per statement of cash flows Accounting Policy - Cash and cash equivalents 6,647,225 6,647,225 1,690,194 1,690,194 Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 8 Trade and other receivables Current Trade receivables Less: Allowance for expected credit losses GST receivable Other receivables 2021 $ 616,044 (102,647) 513,397 57,915 3,192 574,504 2020 $ 2,998,012 (197,249) 2,800,763 21,437 266,010 3,088,210 Allowance for expected credit losses The consolidated entity has recognised a profit of $94,602 in profit or loss in respect of the expected credit losses for the year ended 30 June 2020 (30 June 2020: loss of $133,091). The aging of the receivables and allowance for expected credit losses provided for above are as follows: Consolidated Not overdue 0 to 3 months overdue 3 to 6 months overdue Over 6 months overdue Accounting Policy - Trade and other receivables Expected credit loss rate 2021 % 0.6% 0.9% 12.5% 57.7% Gross carrying amount 2021 $ 333,428 74,642 44,000 163,974 616,044 Allowance for expected credit losses 2021 $ 1,917 688 5,500 94,542 102,647 Net carrying amount 2021 $ 331,511 73,954 38,500 69,432 513,397 Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses. 52 53 35 36 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 9 Plant and Equipment Plant and equipment At cost Less accumulated depreciation Computer equipment At cost - Computer equipment Less accumulated depreciation - Computer equipment Furniture and fixtures At cost - furniture and fixtures Less accumulated depreciation - furniture and fixtures 2021 $ 168,225 (81,202) 87,023 288,151 (186,775) 101,376 400,979 (134,774) 266,205 2020 $ 127,129 (67,345) 59,784 175,001 (124,517) 50,484 315,386 (97,623) 217,763 454,604 328,031 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Balance as at 1 July 2019 Additions Impairment expense Depreciation expense Plant & Equipment $ 286,792 3,488 (201,652) (28,844) Computer Equipment $ 54,251 37,988 - (41,755) Furniture & Fixtures $ 253,099 1,134 - (36,470) Total $ 594,142 42,610 (201,652) (107,069) Balance as at 30 June 2020 59,784 50,484 217,763 328,031 Balance as at 1 July 2020 Additions Depreciation expense 59,784 41,096 (13,857) 50,484 113,150 (62,258) 217,763 85,593 (37,151) 328,031 239,839 (113,266) Balance as at 30 June 2021 87,023 101,376 266,205 454,604 Accounting Policy - Plant and equipment The useful lives adopted for each class of depreciable assets are: Class of Fixed Asset Plant and equipment Computer equipment Furniture and fixtures Leasehold improvements Useful lives 2 to 5 years 3 to 4 years 10 to 15 years Over the initial period of the lease Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised in profit or loss. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(f) for details of impairment). The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. 54 Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 10 Intangible assets Distribution Rights (i) Less: Accumulated amortisation (ii) Goodwill Less: Impairment Brand Name Less: Impairment Customer Contracts & Relationships Less: Accumulated amortisation (iii)_ Software - including CHEF Framework Less: Accumulated amortisation (iii)- 2021 $ 4,459,426 - 4,459,426 1,269,400 (1,269,400) - 525,000 - 525,000 536,000 (536,000) - 2020 $ 4,459,426 - 4,459,426 1,269,400 - 1,269,400 525,000 - 525,000 536,000 (176,036) 359,964 2,833,823 (2,832,284) 1,539 2,582,139 (1,320,072) 1,262,067 4,985,965 7,875,857 Distribution Rights The distribution rights is a finite life asset which is not yet available for use. The recoverable amount of the distribution rights has been determined using a value-in-use calculation. (i) On the 13th of March 2020 the consolidated entity entered into an agreement to acquire the exclusive Asia Pacific distribution rights for the AngelMed Guardian System payable with a mix of upfront and contingent consideration. The distributions rights were measured based on the cost of shares issued and fair value of the contingent consideration on acquisition date. The contingent consideration is payable in three tranches upon receipt of FDA and other applicable regulatory approvals of AngelMed’s next generation product. (ii) No amortisation has been recognised on the distribution rights for the AngelMed Guardian System given the Distribution and Supply agreement continues in force for seven years, with year one not commencing until after FDA approval has been received and the first commercial implant of the product has received reimbursement in the United States of America. Effective Useful Life (iii) During the year Management reassessed the effective useful life of intangible assets with finite lifespans allocated to the Hydrix Services cash-generating unit and determined that the expected benefit period for these assets should be reduced to one year. This reassessment resulted in additional amortisation charges of $292,964 and $958,087 to the Customer Contracts & CHEF Software intangible assets. Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Balance as at 1 July 2019 Additions Amortisation expense Balance as at 30 June 2020 Balance as at 1 July 2020 Additions Impairment expense Amortisation expense Balance as at 30 June 2021 Distribution Rights $ - 4,459,426 - 4,459,426 4,459,426 - - - 4,459,426 Goodwill $ 1,269,400 - - 1,269,400 1,269,400 - (1,269,400) - - Brand Name $ 525,000 - - 525,000 525,000 - - - 525,000 Customer Contracts $ 426,964 - (67,000) 359,964 359,964 - - (359,964) - Software including CHEF $ 1,774,759 12,362 (525,054) 1,262,067 1,262,067 251,684 - (1,512,212) 1,539 Total $ 3,996,123 4,471,788 (592,054) 7,875,857 7,875,857 251,684 (1,269,400) (1,872,176) 4,985,965 55 37 38 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 10 Intangible assets (continued) The recoverable amount of the consolidated entity's indefinite life or not yet available for use intangible assets, being Brand Name, Goodwill, and Distribution Rights, have been determined by a value-in-use calculation using a discounted cash flow model, based on a 2 year projection period approved by the directors and extrapolated for a further 3 years using a steady rate, together with a terminal value. Key assumptions are those to which the recoverable amount of an asset or cash-generating units is most sensitive and are listed in the tables below. Impairment testing Brand Name, Goodwill and Distribution Rights have been allocated to the following cash-generating units: Goodwill Hydrix Services 2021 $ - - 2020 $ 1,269,400 1,269,400 In assessing the carrying value of Goodwill, Management took various factors into consideration and concluded that Goodwill was fully impaired. While the revenue pipeline remains healthy, the business has been impacted by COVID. Management anticipates this situation will improve as global vaccinations advance, travel resumes and business appetite to invest in early stage medtech companies improves. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 10 Intangible assets (continued) Brand Name Group (Hydrix Services & Hydrix Medical) 2021 $ 525,000 525,000 2020 $ 525,000 525,000 The key assumptions used in the discounted cash flow model for the Group CGU are included in the tables on the previous page. Sensitivity As disclosed in note 2, the directors have made judgements and estimates in respect of impairment testing. Should these judgements and estimates not occur, the resulting carrying amount of Brand Name may decrease. The sensitivities are as follows: (a) Revenue and cost of sales would need to decrease by more than 50% for the Group of cash generating units before Brand Name would need to be impaired, with all other assumptions remaining constant. (b) The discount rate would be required to increase by at least 50% for the Group of cash generating units before Brand Name would need to be impaired, with all other assumptions remaining constant. The directors believe that other reasonable changes in the key assumptions on which the recoverable amount of the consolidated entity's Brand Name is based on would not cause the cash-generating unit’s carrying amount to exceed its recoverable amount. The following key assumptions were used in the discounted cash flow model for the Hydrix Services division: Accounting Policy - Intangible assets Item Assumption Rationale Revenue Growth Rates – FY 2022 onwards Per approved budget Revenue Growth Rates – FY 2023 onwards 10% p.a annual average growth Expenditure Growth Rates – FY 2022 onwards Per approved budget Expenditure Growth Rates – FY 2023 onwards 5% p.a annual average growth 5 years 25.00% 12% of revenues 17% pre-tax Years forecasted Tax Rate Working Capital Discount Rate Distribution Rights Hydrix Medical Based on existing contracts and proposals in various stages of negotiation The ‘buy, build, invest’ strategy is expected to continue to increase both the scale of the services business and generate other revenue streams In line with expected margins The business has existing capacity to deliver increased revenues without adding significant costs. Managements estimate also takes into account the prevailing interest rate and efforts to contain costs. 5 years as per recommended length of time per AASB136 Base rate entity company tax rate Average working capital required Management’s estimate of the Group’s weighted average cost of capital, the risk free rate and the volatility of the share price relative to market movements 2021 $ 4,459,426 4,459,426 2020 $ 4,459,426 4,459,426 The following key assumptions were used in the discounted cash flow model for the Hydrix Medical division: Item Assumption Rationale Revenue Growth Rates – FY 2022 onwards Per approved budget Based on estimated timing of key regulatory approvals and market adoption Revenue Growth Rates – FY 2023 onwards Minimum sales requirements outlined in distribution and supply Minimum performance required Expenditure Growth Rates – FY 2022 onwards Per approved budget In line with expected margins Expenditure Growth Rates – FY 2023 onwards Years forecasted Tax Rate Working Capital Discount Rate 56 Minimum sales requirements outlined in distribution and supply 5 years 25.00% 16% of revenues 17% pre-tax Minimum performance required 5 years as per recommended length of time per AASB136 Base rate entity company tax rate Average working capital required Management’s estimate of the Group’s weighted average cost of capital, the risk free rate and the volatility of the share price relative to market movements Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Distribution Rights The acquired distribution rights have been measured based on the cost of shares issued and fair value of the contingent considerations on acquisition date. The distribution rights is a finite life asset which is not yet available for use. The recoverable amount of the distribution rights has been determined using a value-in-use calculation. Goodwill Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Customer Contracts Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit, being their finite life of 8 years. Brand Name The Hydrix brand name is thought to have an indefinite life and is not amortised. Instead, the brand is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on the brand are taken to profit or loss are are not subsequently reversed. Software (including CHEF) Significant costs associated with the Common Hydrix Embedded Framework (CHEF) software are deferred and amortised on a straight-line basis over a period of 5 years given its assumed amortisation rate of 20%. Other software costs are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 2 years. 57 39 40 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 11 Financial assets at fair value through profit & loss Listed ordinary shares Unlisted ordinary shares Convertible Note Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 12 Trade and other payables Trade payables Other payables Accrued liabilities 2021 $ 33,371 2,565,303 248,428 2,847,102 2020 $ 30,224 2,204,480 - 2,234,704 Reconciliation Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below: Accounting Policy - Trade and other payables 2021 $ 346,322 260,208 922,863 2020 $ 684,371 363,619 199,111 1,529,393 1,247,101 Opening fair value as at 1 July 2019 Additions (i) (ii) Revaluation increments/(decrements) Closing fair value as at 30 June 2020 Opening fair value as at 1 July 2020 Additions (iii) (iv) (v) (vi) Revaluation increments/(decrements) Revaluation increments/(decrements) due to foreign exchange Closing fair value as at 30 June 2021 Unlisted ordinary $ 379,470 1,825,010 - 2,204,480 2,204,480 400,038 255,603 (294,818) 2,565,303 Listed ordinary shares $ 19,842 - 10,382 30,224 Convertible Note $ - - - - 30,224 - 3,147 - 256,875 (8,447) 33,371 248,428 Total $ 399,312 1,825,010 10,382 2,234,704 2,234,704 656,913 250,303 (294,818) 2,847,102 (i) On the 13th of March 2020 the consolidated entity acquired 1,000,000 shares of Series A Preferred Stock in Angel Medical Systems, Inc., for $1,625,000 with $812,500 of that consideration being provided as services in-kind. (ii) During the last quarter of 2020 the consolidated entity acquired 6,667 shares of Series A Stock of Cyban Pty Ltd for $200,010. (iii) During July 2020 the consolidated entity acquired 3,333 shares of Series A stock in Cyban Pty Ltd for $99,990. (iv) During July 2020 the consolidated entity entered into a convertible note agreement with Gyder Surgical Pty Ltd with a total issue price of $250,000. (v) During September 2020 the consolidated entity received 4,446 ordinary shares in Gyder Surgical Pty Ltd valued at $249,998 as payment for services rendered. (vi) During April 2021 the consolidated entity acquired 1,430 shares of Series A Stock of Cyban Pty Ltd for $50,050. Accounting Policy - Financial assets at fair value through profit & loss All assets and liabilities, measured at fair value, are classified using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective. Refer to note 1(m) for further information on fair value measurement. These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. 13 Contract assets and contract liabilities Contract assets Current 2021 $ 1,090,544 2020 $ 681,832 The value of contract assets at the end of the reporting period was $1,090,544 (30 June 2020: $681,832) and is expected to be invoiced in future periods as follows: Consolidated Within 6 months 6 to 12 months 12 to 18 months 18 to 24 months Contract liabilities Current 2021 $ 1,090,544 - - - 1,090,544 2021 $ 2020 $ 681,832 - - - 681,832 2020 $ 1,601,717 1,291,008 Unsatisfied performance obligations The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $1,601,717 (30 June 2020: $1,291,008) and is expected to be recognised as revenue in future periods as follows: Consolidated Within 6 months 6 to 12 months 12 to 18 months 18 to 24 months 2021 $ 699,307 466,667 435,743 - 1,601,717 2020 $ 765,166 525,842 - - 1,291,008 Accounting Policy - Contract assets and contract liabilities Contract assets Contract assets are recognised when the consolidated entity has transferred goods or services to the customer but where an unconditional right to consideration is yet to be established, less any allowance for expected credit losses. Contract liabilities Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration before the consolidated entity has transferred the goods or services to the customer. 58 59 41 42 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 14 Other liabilities Current Customer deposits Contingent consideration liability C Non - Current Contingent consideration liability NC 2021 $ - 2,499,687 2,499,687 2020 $ 120,000 - 120,000 - - 2,524,482 2,524,482 Contingent consideration liability The contingent consideration for the Asia Pacific distribution rights of the AngelMed Guardian System (refer to Note 10) is payable in three tranches upon receipt of FDA and other applicable regulatory approvals of AngelMed’s next generation product. Accounting Policy - Other liabilities Contingent consideration liability The contingent consideration liability is measured based on management's estimate of the expected cash outflows and the probability of meeting the milestones in accordance with the terms of the acquisition of AngelMed Distribution Rights agreement (see Note 10). The liability also factors in the time value of money at acquisition date and year-end; the discount rate applied was 10% and 6% respectively. 15 Employee benefits Current Annual leave Long service leave Non - current Long service leave (NC) Accounting Policy - Employee benefits 2021 $ 693,044 209,258 902,302 2020 $ 509,056 224,955 734,011 201,863 201,863 248,931 248,931 Wages and salaries, annual leave and sick leave Liabilities for wages and salaries, annual leave and long service leave which are expected to be settled within 12 months of the reporting date and which the entity does not have a conditional right to defer settlement beyond 12 months, are recognised as part of provisions in respect of employees’ service up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Long service leave The liability for long service leave is recognised in the provision for long service leave and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 16 Provisions Non - current Lease make-good provision 2021 $ 189,371 189,371 2020 $ 190,209 190,209 Lease make-good provision The provision represents the present value of the estimated costs to make-good the Mulgrave premises leased by the consolidated entity expiring in the year 2025 with options to extend to two further terms of four years each. Movements in provisions Movements in the lease make-good provision during the current financial year are set out below: Consolidated Carrying amount at the start of the year Additional provisions recognised Amounts used Unused amounts reversed Carrying amount at the end of the year Accounting Policy - Provisions 2,021 $ 190,209 (838) - - 189,371 2,020 $ 180,854 9,355 - - 190,209 A provision is recognised in the statement of financial position when the consolidated entity has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. 17 Borrowings Current Shareholder loans - Unsecured C Pure Asset Management loan - Secured C BOQ Finance Non-Current Shareholder loans - Unsecured Pure Asset Management loan - Secured Less: Capitalised Transaction Costs / Warrant Shares 2021 $ 1,000,000 - - 1,000,000 1,250,000 - - 1,250,000 2020 $ - 250,000 26,664 276,664 2,750,000 3,250,000 (257,403) 5,742,597 Total unsecured borrowings An unsecured loan facility of $1,250,000 with a 6% p.a. interest rate has been provided by a major shareholder. As at 30 June 2021, this loan was fully drawn. The loan is repayable on 31 December 2022 or such later date as agreed by the parties. A separate unsecured loan facility of $1,000,000 with a 6% p.a. interest rate has been provided by a shareholder. As at 30 June 2021, this loan was fully drawn and was repayable on 17 March 2022 or such later date as agreed by the parties. Subsequent to the end of the financial year the maturity date of this loan was extended to 31 December 2022. Total secured borrowings including assets pledged as security On 16 November 2020, the consolidated entity repaid the final $3,250,000 owing under the Pure Asset Management refinance facility. Refer to note 24 for further information on financial instruments. 60 61 43 44 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 17 Borrowings (continued) Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 19 Leasing Financing arrangements Unrestricted access was available at the reporting date to the following lines of credit: The consolidated entity leases an office building. The lease liability is secured by the related underlying right-of-use asset. The maturity analysis of lease payments at 30 June 2021 were as follows: Total facilities Pure Asset Management loan Shareholder loans Used at the reporting date Pure Asset Management loan Shareholder loans Unused at the reporting date Pure Asset Management loan Shareholder loans Accounting Policy - Borrowings 2021 $ - 2,250,000 2,250,000 - 2,250,000 2,250,000 2020 $ 3,500,000 2,750,000 6,250,000 3,500,000 2,750,000 6,250,000 - - - - - - Lease payments Lease liabilities Current Non-current Maturity analysis Within one year One to five years $ 981,281 $ 3,682,614 After five years $ - 2021 $ 637,184 3,086,770 3,723,954 Total $ 4,663,895 2020 $ 507,294 3,393,824 3,901,118 During the year ended 30 June 2021 the consolidated entity and its landlord agreed to the following rent concessions as a direct consequence of the COVID-19 pandemic: a) for the period from 1 April 2020 to 30 June 2020, 100.0% of the rent is deferred; b) for the period from 1 July 2020 to 30 September 2020, 50.0% of the rent is deferred; c) for the period from 26 October 2020 to 31 December 2020, 33.0% of the rent is deferred and 33.0% of the rent is waived; and d) for the period from 19 February 2021 to 28 March, 33.5% of the rent is deferred and 33.5% of the rent is waived The deferred rent is payable in equal monthly instalments during the period from 1 July 2021 to 31 December 2025. Borrowings are classified as current liabilities unless the consolidated entity has an unconditional right to defer settlement of the liability for at least 12 months after balance date. Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Accounting Policy - Lease payments 18 Derivative liability The consolidated entity has elected not to recognise a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed as incurred. In December 2019, 8,000,000 warrant shares were issued to Pure Asset Management as interest consideration on the borrowings. The warrants have an exercise price of $0.30 and expiry date of 17 December 2023. Refer to Note 17 for details on the borrowings. Set out below are the carrying amounts of the consolidated entity’s right-of-use assets: The fair value of the embedded derivative liability was determined using the Black-Scholes model using the following inputs: Share price at measurement date Expected volatility Dividend yield Risk-free interest rate Carrying amount of liability 2021 $0.19 110.00% 0.00% 0.83% $770,910 2020 $0.09 90.00% 0.00% 1.47% $450,782 Right-of-use assets Depreciation on Right-of-use assets 2021 $ 2,999,477 (922,916) 2,076,561 2020 $ 2,999,477 (461,458) 2,538,019 62 63 45 46 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 20 Equity - issued capital Consolidated a) Ordinary shares - fully paid Movements in ordinary share capital Balance Issue of shares to KMP Issues of shares under Placement Issues of shares under Placement Issues of shares to KMP under Placement Issue of shares to KMP in lieu of cash payments Issue of shares towards purchase of distribution rights Share issue transaction costs, net of tax Balance Issue of shares to employees under company's LTIP Issue of shares under rights issue Issue of shares under option Issue of shares under option Issue of shares under option Issue of shares under option Issue of shares to employees under company's LTIP Issue of shares to employees under company's LTIP Issue of shares under placement Issue of shares to KMP in lieu of cash payments Issue of shares under option Issue of shares to employees under company's LTIP Issue of shares under option Issue of shares under option Issue of shares under placement Issue of shares to KMP Issue of shares under option Issue of shares under option Issue of shares under option Issue of shares under placement Issue of shares to KMP Issue of shares under option Issue of shares under option Issue of shares under option Issue of shares to employees under company's LTIP Share issue transaction costs, net of tax Balance 2021 Shares 162,815,530 Date 1-Jul-19 8-Nov-19 8-Nov-19 27-Nov-19 17-Dec-19 17-Dec-19 12-Mar-20 30-Jun-20 30-Jul-20 30-Jul-20 21-Aug-20 28-Aug-20 28-Aug-20 3-Sep-20 4-Sep-20 16-Sep-20 18-Sep-20 18-Sep-20 24-Sep-20 2-Oct-20 6-Oct-20 25-Oct-20 6-Nov-20 6-Nov-20 11-Nov-20 16-Nov-20 17-Dec-20 17-Dec-20 17-Dec-20 5-Jan-21 2-Feb-21 23-Mar-21 7-May-21 30-Jun-21 2020 Shares 79,622,263 Shares 66,932,951 500,000 8,255,172 434,140 344,828 155,172 3,000,000 - 79,622,263 50,000 26,541,959 950,000 3,000,000 1,173,402 94,625 37,500 7,813 13,999,998 344,476 51,134 12,500 500,000 28,000 28,571,429 250,000 586 134 2,778 7,142,857 150,000 12 3,334 266,667 14,063 - 162,815,530 2021 $ 2020 $ 95,402,178 82,506,939 Issue price $ $0.710 $0.290 $0.290 $0.290 $0.290 $0.140 $0.092 $0.075 $0.120 $0.149 $0.120 $0.120 $0.350 $0.075 $0.075 $0.103 $0.120 $0.075 $0.120 $0.120 $0.280 $0.275 $0.120 $0.120 $0.120 $0.280 $0.275 $0.120 $0.120 $0.120 $0.075 79,276,500 355,000 2,394,000 125,900 100,000 45,000 420,000 (209,461) 82,506,939 4,600 1,990,647 114,000 446,473 140,808 11,355 13,125 586 1,050,000 35,484 6,136 938 60,000 3,360 8,000,000 68,750 70 16 334 2,000,000 41,250 1 400 32,000 1,055 (1,126,148) 95,402,178 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 20 Equity - issued capital (continued) b) Unlisted options issued At 1 July 2019 - Options which expired unexercised - Options issued under the LTIP - Options cancelled on failure to meet vesting conditions At the end of the reporting period - 30 June 2020 At 1 July 2020 - Options which expired unexercised - Options issued under the LTIP - Options exercised - Options cancelled on failure to meet vesting conditions At the end of the reporting period - 30 June 2021 c) Listed options issued At 1 July 2020 - Options issued - Options exercised - Options which expired unexercised At the end of the reporting period - 30 June 2021 d ) Performance rights issued At 1 July 2019 - Performance rights issued - Performance rights exercised At the end of the reporting period - 30 June 2020 At 1 July 2020 - Performance rights issued - Performance rights exercised At the end of the reporting period - 30 June 2021 Options 3,642,500 (522,188) 785,127 (76,872) 3,828,567 3,828,567 (3,254,268) 1,460,538 (34,376) (254,472) 1,745,989 - 25,361,522 (6,070,672) - 19,290,850 Performance rights 500,000 800,000 (500,000) 800,000 800,000 500,000 (400,000) 900,000 Refer to note 31 for share based payments in the current period. Capital risk management The Board controls the capital of the consolidated entity in order to maintain a sustainable debt to equity ratio, generate long- term shareholder value and ensure that the consolidated entity can fund its operations and continue as a going concern. The consolidated entity’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements. Management effectively manages the consolidated entity’s capital by assessing the consolidated entity's financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. There have been no changes in the strategy adopted by management to control the capital of the consolidated entity since the prior year. Accounting Policy - Issued capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 64 65 47 48 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 21 Equity - reserves Share based payments reserve Contingent consideration equity reserve Foreign currency translation reserve Consolidated 2021 $ 454,814 1,320,000 (1,909) 1,772,905 2020 $ 494,874 1,320,000 - 1,814,874 Contingent consideration equity reserve The reserve records contingent equity consideration for the acquisition of the Asia Pacific distribution rights for the AngelMed Guardian System (refer to Note 10). The contingent consideration is made up of both cash payments (refer to Note 14) and equity issues. The equity contingent consideration component meets the definition of an equity as it is expected to be settled in a fixed number of shares. Movement in reserves Movement in each class of reserve during the current and previous financial year are set out below: Balance at 30 June 2019 Share based payments Removing prior year expired options Cancelled options failing vesting conditions Options exercised Performance rights exercised Contingent equity consideration Reclassification - transfer to accumulated losses Balance at 30 June 2020 Share based payments Removing prior year expired options Cancelled options failing vesting conditions Options exercised Performance rights exercised Contingent equity consideration Movement in functional currency of foreign operations Contingent consideration equity reserve $ - - - - - - 1,320,000 - 1,320,000 - - - - - - - Share based payments reserve $ 841,966 183,484 (175,576) - - (355,000) - - 494,874 426,771 (311,775) (18,242) (26,814) (110,000) - - Other reserves $ (31,529) - - - - - - 31,529 - - - - - - (1,909) Total Reserves $ 810,437 183,484 (175,576) - - (355,000) 1,320,000 31,529 1,814,874 426,771 (311,775) (18,242) (26,814) (110,000) - (1,909) Balance at 30 June 2021 1,320,000 454,814 (1,909) 1,772,905 Accounting Policy - Equity reserves Share based payments reserve The share based payments reserve records items recognised as expenses on valuation of employee share options and performance rights. Contingent consideration equity reserve The contingent consideration equity reserve is measured based on the share price and number of shares to be issued under the tranche payment and the probability of meeting the required milestones on acquisition date. Equity is not subsequently remeasured. Foreign currency translation reserve The foreign currency translation reserve is used to recognise increments and decrements in the fair value of foreign currency through other comprehensive income. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 22 Equity - accumulated losses Accumulated losses at the beginning of the financial year Loss after income tax expense for the year Transfer from options reserve to account for exercised options Transfer from options reserve to account for expired options Transfer from financial assets reserve to account for change in accounting policy Accumulated losses at the end of the financial year 23 Reconciliation of loss after income tax to net cash from operating activities Total comprehensive loss for year Adjustments for: Effects of exchange rate changes on cash and cash equivalents Income tax expense / (benefit) Debt extinguishment loss Depreciation and amortisation Gain/(Loss) on contingent consideration liability Gain/(Loss) on financial instruments at fair value through profit or loss Impairment of goodwill Impairment of plant and equipment Impairment of receivables Non-cash finance charges Services rendered for equity Share based payments Directors and consultant fees paid by issue of ordinary shares Unrealised foreign exchange (Gain)/Loss Unwinding of the discount on provisions Interest on convertible note Interest received Interest and other finance costs paid Changes in operating assets and liabilities: Decrease/(increase) in trade and other receivables Decrease/(increase) in contract assets Decrease/(increase) in prepayments Decrease/(increase) in inventory Decrease/(increase) in other assets Increase/(decrease) in trade and other payables Increase/(decrease) in contract liabilities Increase/(decrease) in provisions Increase/(decrease) in other liabilities Net cash from operating activities 66 49 50 2021 $ (82,025,843) (9,778,693) 9,089 330,017 - (91,465,430) 2020 $ (78,950,429) (3,219,461) 175,576 (31,529) (82,025,843) 2021 $ 2020 $ (9,780,602) (3,219,461) 25 - - 2,446,900 190,486 69,825 1,269,400 - (94,602) 257,403 (249,999) 426,771 35,484 79,537 (838) (6,875) (15,328) 943,605 2,358,308 (408,712) (38,204) (11,281) (66,834) 282,292 310,709 121,223 (51,938) (1,933,245) - 346,727 1,063,586 1,160,581 85,994 (927,303) - 201,652 133,091 166,715 (812,500) 183,484 45,000 (280,938) 9,355 - (11,875) 1,131,485 429,095 169,684 31,123 - (26,004) (763,765) 655,046 32,274 - (196,954) 67 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 24 Financial Instruments Financial risk management objectives The entity's activities expose it to a variety of financial risks: market risk (consisting of interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate credit risk. Receivables balances are in general unsecured and non-interest-bearing. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral. Market risk Interest rate risk The consolidated entity's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the consolidated entity to interest rate risk. Borrowings obtained at fixed rates expose the consolidated entity to fair value risk. As at 30 June 2021 all borrowings were at fixed rates. The consolidated entity's shareholder loans outstanding, totalling $2,250,000 (2020: $2,750,000), are interest only loans. Monthly cash outlays of $11,250 (2020: $13,750) are required to service the interest payments. As at 30 June 2021, no repayments on the loans were due until 17 March 2022. Subsequent to the end of the financial year, repayments on the loans were extended to 31 December 2022. Price risk The consolidated entity is exposed to equity securities price risk arising from investments held by the consolidated entity and classified on the Statement of Financial Position as fair value through profit or loss of $2,893,492 (2020: $2,234,704). Sensitivity Analysis At reporting date, if equity prices had been 10% lower/higher, profit or loss before income tax of the consolidated entity would have decreased/increased by $256,530 (2020: $223,470). The following investments constitute 5% or more of the consolidated entity's equity portfolio: Company 2021 Angel Medical Systems, Inc. Cyban Pty Ltd Gyder Surgical Pty Ltd Company 2020 Angel Medical Systems, Inc. Cyban Pty Ltd Gyder Surgical Pty Ltd Fair Value ($) 1,330,182 400,050 835,071 Fair Value ($) 1,625,000 200,010 379,470 % 51.2% 15.4% 32.1% % 72.7% 9.0% 17.0% Liquidity risk Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. The shareholder loan facilities have been fully drawn down as at the reporting date. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 24 Financial Instruments (continued) 2021 Non-derivatives Non-interest bearing Trade payables Other payables Accrued liabilities Weighted average interest rate % 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years $ $ $ $ Remaining contractual maturities $ 346,322 260,208 922,863 - - - - - - - - - 346,322 260,208 922,863 Interest-bearing - fixed rate Pure Asset Management loan Shareholder loans Total non-derivatives 10.00% 0.00% - 1,000,000 2,529,393 - 1,250,000 1,250,000 - - - - - - - 2,250,000 3,779,393 Derivatives Warrants Total derivatives 2020 Non-derivatives Non-interest bearing Trade payables Other payables Accrued liabilities 770,910 770,910 - - - - - - 770,910 770,910 Weighted average interest rate % 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years $ $ $ $ Remaining contractual maturities $ 684,371 363,619 199,111 - - - - - - - - - 684,371 363,619 199,111 Interest-bearing - fixed rate Pure Asset Management loan Shareholder loans Total non-derivatives 10.00% 6.00% Derivatives Warrants Total derivatives 250,000 - 1,497,101 - 1,000,000 1,000,000 3,250,000 1,750,000 5,000,000 - - - 3,500,000 2,750,000 7,497,101 450,782 450,782 - - - - - - 450,782 450,782 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. Fair value of financial instruments Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. 68 69 51 52 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 Accounting Policy - Financial instruments Recognition and Initial Measurement Financial assets and financial liabilities are recognised when the consolidated entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the consolidated entity commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs except where the instrument is classified ‘at fair value through profit or loss’ in which case transaction costs are expensed to profit or loss immediately. Classification and Subsequent Measurement Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss. The consolidated entity does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments. (i) Financial assets at fair value through profit or loss Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a company of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, where they are expected to mature within 12 months after the end of the reporting period. (iii) Financial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. They are subsequently measured at fair value with any measurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss. Financial assets a fair value through other comprehensive income are classified as non-current assets when they are expected to be sold after 12 months from the end of the reporting period. (iv) Financial Liabilities Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised. Impairment At the end of each reporting period, the consolidated entity assesses whether there is objective evidence that a financial asset has been impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated future cash flows of the financial asset(s). Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 25 Key Management Personnel Compensation The aggregate compensation made to directors and other members of key management personnel (KMP) of the consolidated entity is set out below: Short-term employee benefits Fees paid to director Post-employment benefits Long-term benefits Share-based payments: - Expensed during the year Consolidated 2021 $ 409,887 82,536 39,435 2020 $ 497,444 228,436 50,128 5,014 5,886 157,518 694,390 148,431 930,324 Further information in relation to remuneration paid or payable to each member of the consolidated entity's KMP can be found in the Director's Remuneration Report. 26 Auditors remuneration During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the auditor of the company, its network firms and unrelated firms: Audit services - Grant Thornton Audit Pty Ltd Audit or review of the financial statements GT Tax Services - Grant Thornton Australia Limited Other services 27 Related party transactions Parent entity Hydrix Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 29. Consolidated 2021 $ 130,000 130,000 2020 $ 60,000 60,000 Consolidated 2021 $ 35,885 35,885 2020 $ - - Key management personnel Disclosures relating to key management personnel are set out in note 25 and the remuneration report included in the director's report. Transactions with related parties Loans received from shareholders Loans repaid to shareholders Interest expenses on loans from shareholders 2021 $ Related Party - 500,000 153,759 2020 $ Related Party 1,544,717 3,000,000 335,052 Receivable from and payable to related parties There were no receivables from / payables to related parties as at reporting date (30 June 2020: nil). 70 71 53 54 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 27 Related party transactions (continued) Loans to/from related parties Loans from shareholders Consolidated 2021 $ 2020 $ 2,250,000 2,750,000 Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. Terms of the loans are disclosed in note 17. 28 Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income (Loss) after income tax Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued Capital Reserves Accumulated losses Total Equity Parent 2021 $ 2020 $ (2,363,045) (2,274,906) (2,363,045) (2,274,906) Parent 2021 $ 2020 $ 6,057,074 1,176,246 21,683,145 14,322,931 1,031,911 763,656 3,290,393 6,761,419 95,402,178 1,774,814 (78,784,240) 18,392,752 82,506,939 1,814,874 (76,760,301) 7,561,512 Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity, and the subsidiaries are not a party to a deed of cross guarantee. Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2021 (2020: nil) Capital commitments - Plant and equipment The parent entity had no capital commitments for plant and equipment as at 30 June 2021 and 30 June 2020. Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 29 Interests in subsidiaries 29 Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned subsidiaries in accordance with the accounting policy described in note 1: The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned subsidiaries in accordance with the accounting policy described in note 1: Name Name Hydrix Services Pty Ltd Hydrix Ventures Pty Ltd Hydrix Medical Pty Ltd Hydrix Medical Pte Ltd Hydrix Services Pty Ltd Hydrix Ventures Pty Ltd Hydrix Medical Pty Ltd Hydrix Medical Pte Ltd Principal place of business / Country of incorporation Australia Australia Australia Singapore Principal place of business / Country 2021 of incorporation % Australia 100% Australia 100% Australia 100% Singapore 100% Ownership interest 2021 % 100% 100% 100% 100% 2020 % 100% 100% 100% 100% 2020 % 100% 100% 100% 100% Ownership interest 30 Earnings per share 30 Earnings per share Consolidated Consolidated Loss after income tax attributable to the owners of Hydrix Limited Loss after income tax attributable to the owners of Hydrix Limited 2021 $ (9,778,693) 2021 $ 2020 $ (9,778,693) (3,219,461) 2020 $ (3,219,461) Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Anti-dilutive shares excluded from weighted average number of ordinary shares: Options over ordinary shares Warrant shares Contingent equity consideration Anti-dilutive shares excluded from weighted average number of ordinary shares: Options over ordinary shares Warrant shares Contingent equity consideration Number Number Number Number 142,927,338 142,927,338 74,014,724 74,014,724 21,036,839 8,000,000 12,000,000 21,036,839 8,000,000 12,000,000 3,828,567 8,000,000 12,000,000 3,828,567 8,000,000 12,000,000 Weighted average number of ordinary shares used in calculating diluted earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share 142,927,338 142,927,338 74,014,724 74,014,724 Basic and diluted loss per share Basic and diluted loss per share Cents (6.84) Cents Cents (6.84) (4.35) Cents (4.35) In addition to the 1,745,989 non-quoted options issued under the LTIP (refer to Note 31) the following HYDO options were in existence during the year: In addition to the 1,745,989 non-quoted options issued under the LTIP (refer to Note 31) the following HYDO options were in existence during the year: Grant date 30-Jul-20 31-Jul-20 18-Sep-20 Grant date Expiry date 30-Jul-20 31-Jul-22 31-Jul-20 31-Jul-22 18-Sep-20 31-Jul-22 Expiry date Exercise price 31-Jul-22 $0.120 31-Jul-22 $0.120 31-Jul-22 $0.120 Balance at the start of the Exercise price year $0.120 $0.120 $0.120 - - - - Balance at the start of the year Options granted - 8,847,531 - 11,847,325 - 4,666,666 - 25,361,522 Options Options granted exercised 8,847,531 11,847,325 4,666,666 25,361,522 3,070,672 3,000,000 - 6,070,672 Options exercised Options expired/ forfeited 3,070,672 3,000,000 - 6,070,672 - - - - Options expired/ Balance at the forfeited end of the year 5,776,859 8,847,325 4,666,666 19,290,850 - - - - Balance at the end of the year 5,776,859 8,847,325 4,666,666 19,290,850 During July 2020 20,694,856 options were issued under the Entitlement and Underwriter Offer. On 18 September 2020 a further 4,666,666 During July 2020 20,694,856 options were issued under the Entitlement and Underwriter Offer. On 18 September 2020 a further 4,666,666 options were issued under the Placement Offer. These options can be transferred and are quoted on the ASX (ASX: HYDO). options were issued under the Placement Offer. These options can be transferred and are quoted on the ASX (ASX: HYDO). Accounting Policy - Earnings per Share Accounting Policy - Earnings per Share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Hydrix Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Hydrix Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. 72 73 55 56 56 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 31 Share-based payments On 31 July 2020 3,000,000 HYDO options with a fair value of $86,473 were granted to the lead underwriter of the Entitlement Offer. On 19 September 2020 344,476 shares were issued to Mr Paul Kelly in lieu of cash payments for fees at an issue price of $0.1030 per share and a total fair value of $35,484. On 6th November 2020 250,000 shares were issued to key management personnel with a total fair value of $68,750. A further issue of 150,000 shares with a total fair value of $41,250 was made to key management personnel on 17 December 2020 as identified in the issued capital disclosure (refer to note 20). Recognised share-based payment expenses The expense recognised from employee services received during the year is shown in the table below: Expenses arising from equity-settled share-based payment transactions Consolidated 2021 $ 426,771 2020 $ 183,484 Types of share-based payment plan Employee Share Option Plan, ‘ESOP’ A Long Term Incentive Plan (LTIP) has been established and approved by shareholders where the company may, at the discretion of the Board, grant options over the ordinary shares of Hydrix Limited to Directors, Executives, contractors and employees of the consolidated entity. The exercise of the options are subject to time-based and performance-based vesting conditions. The options cannot be transferred and will not be quoted on the ASX. The following non-quoted options were in existence during the 2021 financial year. Grant date 7-Aug-18 9-Nov-18 9-Mar-20 8-Sep-20 2-Oct-20 Expiry date 31-Jul-20 31-Jul-20 30-Jun-25 30-Jun-25 30-Jun-25 Exercise price $0.800 $0.800 $0.290 $0.075 $0.075 Balance at the start of the year 2,250,000 875,000 703,567 - - 3,828,567 Options granted - - - 878,038 582,500 1,460,538 Options exercised - - - 7,813 26,563 34,376 Options expired 2,250,000 875,000 168,252 215,488 - 3,508,740 Balance at the end of the year - - 535,315 654,737 555,937 1,745,989 The options issued under the LTIP vest subject to time-based and performance-based vesting conditions, including the employee remaining in the employ of the consolidated entity during the performance period and satisfaction of individual KPI's. Weighted average remaining contractual life The weighted average remaining contractual life for the share options outstanding as at 30 June 2021 is 4 years (2020: 1 year) Range of exercise price The range of exercise prices for options outstanding at end of the year was $0.075 - $0.29 (2020: $0.29 - $0.80). The following performance rights were in existence during the 2021 financial year. Grant date 17-Dec-19 17-Dec-19 17-Dec-19 17-Dec-19 17-Dec-20 17-Dec-20 Vesting date 30-Jun-20 30-Jun-20 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-22 Exercise price $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Fair value at grant date $0.26 $0.26 $0.28 $0.28 $0.26 $0.26 Balance at the start of the year 250,000 150,000 250,000 150,000 - - 800,000 Performance rights granted - - - - 250,000 250,000 500,000 Performance rights exercised 250,000 150,000 - - - - 400,000 Balance at the end of the year - - 250,000 150,000 250,000 250,000 900,000 The performance rights vest subject to satisfaction of prescribed vesting conditions including financial, operational, corporate governance, strategic planning and business development objectives set by the Board. Hydrix Limited Notes accompanying the financial statements For the year ended 30 June 2021 31 Share-based payments (continued) Weighted average remaining contractual life The weighted average remaining contractual life for the performance rights outstanding as at 30 June 2021 is 1 year and three months (2020: 1 year and six months). Weighted average fair value The weighted average fair value of performance rights granted during the year was $0.275 (2020: $0.275). For movements in share options during the prior year, refer to note 20. For the performance rights granted during the current financial year, the fair value at the grant date was equal to the share price. Accounting Policy - Share-based payments Equity-settled and cash-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. 32 Contingent liabilities The consolidated entity had no contingent liabilities as at 30 June 2021 (2020: nil). 74 75 57 58 Hydrix annual report 2021 Hydrix annual report 2021 Notes accompanying the financial statements Directors' declaration Hydrix Limited Directors' Declaration 30 June 2021 In the directors' opinion: - - - - the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2021 and of its performance for the financial year ended on that date; there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. Mr Gavin Coote Executive Chairman Dated: 31 August 2021 76 77 60 Hydrix LimitedNotes accompanying the financial statementsFor the year ended 30 June 202133Events after the reporting periodOn 11 August 2021 the consolidated entity established Hydrix Medical New Zealand Limited as a wholly owned subsidiary of Hydrix Medical Pty Ltd.On 2 August 2021 the consolidated entity announced that Angel Medical Systems had completed the first commercial implantation in the USA of the Guardian device. On 27 August 2021 the consolidated entity deferred the 17 March 2022 maturity of the $1,000,000 unsecured shareholder loan to 31 December 2022.During July and August 2021, the Victorian Government made multiple public health and safety directions that required the consolidated entity to reduce its on-site operations due to the COVID-19 pandemic. The consolidated entity's business remains operational after complying with the additional restrictions, with most employees having already transitioned to working from home where possible. Where work is permitted on-site, the consolidated entity continues to operate with processes and protocols in place to support the safety and wellbeing of our 59Hydrix annual report 2021 Hydrix annual report 2021 Independent auditor's report Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. Key audit matter How our audit addressed the key audit matter Carrying value of intangible assets and right-of use assets – Note 10 and Note 19 At 30 June 2021, the carrying values of intangible assets is $4,985,965 (inclusive of goodwill, brand name, distribution rights, customer relationships and software) and right-of- assets is $2,076,561. In accordance with AASB 136 Impairment of Assets, the Consolidated Entity is required to assess if there are any indicators of impairment and in respect to goodwill, brand name, distribution rights, assess if the carrying value of each Cash Generating Unit (CGU) is in excess of the recoverable amount of intangible assets. Our procedures included, amongst others:  Reviewing the value-in-use (VIU) model for goodwill, brand name and distribution rights for compliance with AASB 136;  Verifying the mathematical accuracy and methodology appropriateness of the underlying VIU calculations;  Evaluating the cash flow projections by assessing management's ability to historically forecast by comparing actual results to previous forecasts;  Assessing key judgements and assumptions and performed a sensitivity analysis of the inputs in the model; This area is a key audit matter due to the high level of management judgement and estimation required to determine the recoverable amount of the CGU.  Reviewing management’s assessment of the existence of impairment indicators on other intangible assets and right- of-use assets during the year; Revenue recognition – Note 4 For the year ended 30 June 2021, the Consolidated Entity recognised revenue of $7,445,221 (2020: $14,934,225) from variable and fixed price service contracts. Revenue is recognised in accordance with AASB 15 Revenue from Contracts with Customers. The process to measure the amount of revenue to recognise in the financial statements, including the identification of performance obligations, evaluation of stand-alone selling prices and timing of revenue recognition, involves significant management judgement. This area is a key audit matter due to the complexity and judgement associated with the recognition of revenue.  Reviewing management’s assessment of the estimated useful life of customer relationships and software; and  Assessing the adequacy of disclosures for compliance in accordance with the Australian Accounting Standards. Our procedures included, amongst others:  Gaining an understanding of revenue trends for significant revenue categories through analytical review;  Testing a sample of revenue contracts to supporting documentation and assessing whether revenue recognition is in compliance with AASB 15;  Testing the accuracy of revenue recognition where consideration is in the form of equity issued in the customer’s share capital;  Reviewing the progress of fixed price contracts to critically assess management’s estimates of project stage of completion and progress against budget; and  Assessing the adequacy of disclosures for compliance in accordance with the Australian Accounting Standards. Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the Consolidated Entity’s annual report for the year ended 30 June 2021, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. 78 79 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. www.grantthornton.com.au Collins Square, Tower 5 727 Collins Street Melbourne VIC 3008 Correspondence to: GPO Box 4736 Melbourne VIC 3001 T +61 3 8320 2222 E info.vic@au.gt.com W www.grantthornton.com.au Independent Auditor’s Report To the Members of Hydrix Limited Report on the audit of the financial report Opinion We have audited the financial report of Hydrix Limited (the Company) and its subsidiaries (the Consolidated Entity), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration. In our opinion, the accompanying financial report of the Consolidated Entity is in accordance with the Corporations Act 2001, including: a giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2021 and of its performance for the year ended on that date; and b complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Consolidated Entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1 in the financial statements, which indicates that the Consolidated Entity incurred a net loss before tax of $9,778,693 and reported cash used in operations of $1,933,245 during the year ended 30 June 2021. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast doubt on the Consolidated Entity’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Hydrix annual report 2021 Hydrix annual report 2021 Independent auditor's report In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the financial report The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the Consolidated Entity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Consolidated Entity or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilites/ar1_2020.pdf. This description forms part of our auditor’s report. Report on the remuneration report Opinion on the remuneration report We have audited the Remuneration Report included in pages 11 to 15 of the Directors’ report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Hydrix Limited, for the year ended 30 June 2021 complies with section 300A of the Corporations Act 2001. Responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Grant Thornton Audit Pty Ltd Chartered Accountants A C Pitts Partner – Audit & Assurance Melbourne, 31 August 2021 80 81 Hydrix annual report 2021 Hydrix annual report 2021 Additional securities exchange information In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere disclosed in this Annual Report. The information provided is current as at 1 October 2021 (Reporting Date). CORPORATE GOVERNANCE STATEMENT The Company’s Directors and management are committed to conducting the Group’s business in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) (Recommendations) to the extent appropriate to the size and nature of the Group’s operations. The Company has prepared a statement which sets out the corporate governance practices that were in operation throughout the financial year for the Company, identifies any Recommendations that have not been followed, and provides reasons for not following such Recommendations (Corporate Governance Statement). In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review on the Company’s website (https://www.hydrix.com/about/corporate-governance), and will be lodged together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX. The Appendix 4G will particularise each Recommendation that needs to be reported against by the Company, and will provide shareholders with information as to where relevant governance disclosures can be found. The Company’s corporate governance policies and charters are all available on its website at https://www.hydrix.com/about/ corporate-governance. SUBSTANTIAL HOLDERS As at the Reporting Date, the names of the substantial holders of the Company and the number of ordinary voting shares in which those substantial holders and their associates have a relevant interest (based on the Company’s share register as at the Reporting Date and/or substantial holding notices given to the Company) are as follows: Holder of Equity Securities Class of Equity Securities Number of Equity Securities held % of total issued securities capital in relevant class John W King Nominees Pty Ltd Ordinary shares 17,639,345 10.75% John King* Julie King** Ordinary shares 17,939,811 10.93% Ordinary shares 17,639,345 10.75% National Nominees Pty Limited Ordinary shares 9,790,737 5.96% * John King has a relevant interest in the shares held by: - King Family Foundation Ltd - John W King Nominees Pty Ltd ** Julie King has a relevant interest in the shares held by John W King Nominees Pty Ltd NUMBER OF HOLDERS As at the Reporting Date, the number of holders in each class of equity securities: Class of Equity Securities Fully paid ordinary shares Listed options exercisable at $0.12 each, expiring on 31 July 2022 LTIP Options exercisable at $0.075 each, expiring on 30 June 2025 LTIP Options exercisable at $0.029 each, expiring on 30 June 2025 Warrants LTIP Performance rights Number of holders 4,255 490 46 32 1 2 VOTING RIGHTS OF EQUITY SECURITIES The only class of equity securities on issue in the Company which carries voting rights is ordinary shares. As at the Reporting Date, there were 4,255 holders of a total of 164,167,299 ordinary shares of the Company. At a general meeting of The Company, every holder of ordinary shares present in person or by proxy, attorney or representative has one vote on a show of hands and on a poll, one vote for each ordinary share held. On a poll, every member (or his or her proxy, attorney or representative) is entitled to vote for each fully paid share held and in respect of each partly paid share, is entitled to a fraction of a vote equivalent to the proportion which the amount paid up (not credited) on that partly paid share bears to the total amounts paid and payable (excluding amounts credited) on that share. Amounts paid in advance of a call are ignored when calculating the proportion. 82 83 Hydrix annual report 2021 Hydrix annual report 2021 Additional securities exchange information DISTRIBUTION OF HOLDERS OF EQUITY SECURITIES The distribution of holders of equity securities on issue in the Company as at the Reporting Date is as follows: Distribution of ordinary shareholders Distribution of performance rights holders Holdings Ranges 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Totals Holders Total Units 1,276 1,218 528 995 238 611,859 3,267,998 4,194,518 32,143,846 123,949,078 % 0.37 1.99 2.56 19.58 75.50 Holdings Ranges 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – 999,999,999 4,255 164,167,299 100.00 Totals Distribution of listed option holders Distribution of warrant holders Holders Total Units % 0.31 2.33 2.50 12.93 81.94 Holdings Ranges 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – 999,999,999 19,592,361 100.00 Totals Holdings Ranges 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – 999,999,999 Totals Distribution of unlisted option holders Holdings Ranges 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – 999,999,999 Totals 84 144 165 65 88 28 490 0 3 10 56 1 70 58,270 441,442 474,145 2,451,975 15,538,249 0 11,741 70,238 1,487,166 134,375 Holders Total Units % 0.00 0.69 4.12 87.30 7.89 LESS THAN MARKETABLE PARCELS OF ORDINARY SHARES (UMP SHARES) The number of holders of less than a marketable parcel of ordinary shares based on the closing market price at the Reporting Date is as follows: Total Shares 164,167,299 UMP Shares UMP Holders % of issued shares held by UMP holders 2,652,345 2,227 1.62% 1,703,520 100.00 85 Holders Total Units % - - - - 2 2 - - - - - - - - 900,000 900,000 100.00 100.00 Holders Total Units % 1 - - - - 1 1 - - - - 1 100.00 - - - - 100.00 Hydrix annual report 2021 Hydrix annual report 2021 Additional securities exchange information TWENTY LARGEST SHAREHOLDERS The Company has two classes of quoted securities, being ordinary shares and HYDO options (exercisable at $0.12 each, expiring on 31 July 2022 (ASX: HYDO)). The names of the 20 largest holders of each quoted class of securities, and the number of securities and percentage of capital held by each holder is as follows: Ordinary shares: Shareholder Name Balance as at Reporting Date % HYDO options: Shareholder Name Balance as at Reporting Date % JOHN W KING NOMINEES PTY LTD 17,639,345 10.745% CS THIRD NOMINEES PTY LIMITED 2,250,728 11.868% NATIONAL NOMINEES LIMITED 9,790,737 5.964% PATAGORANG PTY LIMITED 2,222,222 11.718% PATAGORANG PTY LIMITED 6,666,666 4.061% NETHERFIELD INVESTMENTS PTY LTD 1,360,000 7.171% INVIA CUSTODIAN PTY LIMITED 3,958,333 2.411% INVIA CUSTODIAN PTY LIMITED 1,111,111 5.859% INVIA CUSTODIAN PTY LIMITED 3,958,333 2.411% INVIA CUSTODIAN PTY LIMITED 1,111,111 5.859% JASPER CAPITAL LTD 3,000,000 1.827% MADORA VIEW PTY LTD 932,473 4.917% BNP PARIBAS NOMINEES PTY LTD 2,075,264 1.264% MR TUDOR JOHN EVANS MR PETER DAVID RUSSELL & MS DOMINIQUE KAREN DU MAURIER 1,989,494 1.212% BLUE VALLEY PTY LTD BEACHRIDGE ADVISORY SERVICES PTY LTD 1,970,385 1.200% MR BRIAN BAHRAM MAHBOD PATAGORANG PTY LTD 1,785,714 1.088% MACKLY PTY LTD SANDHURST TRUSTEES LTD 1,555,975 0.948% CONDRON FAMILY PTY LTD 732,000 3.860% 666,667 3.515% 650,000 3.428% 566,667 2.988% 533,334 2.812% 483,334 2.549% AUSTRALIAN PHILANTHROPIC & SERVICES FOUNDATION P/L 1,367,952 0.833% MR MOBEEN IQBAL BNP PARIBAS NOMS PTY LTD 1,352,529 0.824% MR BILAL AHMAD FLET SUPERANNUATION PTY LTD 1,207,030 0.735% LAMPSAC PTY LTD BRIDGESTAR PTY LTD 1,200,000 0.731% KIMBRY PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 1,139,989 0.694% HENSLOW PTY LTD 285,000 1.503% 265,000 1.397% 247,222 1.304% 217,578 1.147% 210,000 1.107% CITICORP NOMINEES PTY LIMITED 1,139,653 0.694% SUPER FOR SUNDOWNERS PTY LTD 205,000 1.081% MEMPHASYS LIMITED 1,000,000 0.609% BEACHRIDGE ADVISORY SERVICES PTY LTD 182,657 0.963% Total number of shares of Top 20 Holders 66,322,399 40.399% Total number of shares of Top 20 Holders Total Remaining Holders Balance 164,167,299 59.601% Total Remaining Holders Balance 86 14,527,795 76.607% 18,964,081 23.393% 87 Hydrix annual report 2021 Hydrix annual report 2021 OTHER INFORMATION The Company is not currently conducting an on-market buy-back. There are no issues of securities approved for the purposes of item 7 of section 611 of the Corporations Act which have not yet been completed. No securities were purchased on-market during the reporting period under or for the purposes of an employee incentive scheme or to satisfy the entitlements of the holders of options or other rights to acquire securities granted under an employee incentive scheme. Additional securities exchange information COMPANY SECRETARY The Company’s secretary is Ms Alyn Tai. REGISTERED OFFICE The address and telephone number of the Company’s registered office is: 30 – 32 Compark Circuit Mulgrave Victoria 3170 Telephone: +61 (0)3 9550 8100 SHARE REGISTRY The address and telephone number of the Company’s share registry, Boardroom Pty Limited, are: Grosvenor Place Level 12, 225 George Street Sydney NSW 2000 Telephone: 1300 737 760 / +61 (0)2 9290 9600 STOCK EXCHANGE LISTING The Company’s ordinary shares and HYDO options are quoted on the Australian Securities Exchange (ASX) (ASX issuer code: HYD). ESCROW As at the reporting date, the Company has 3,000,000 ordinary shares on issue which are subject to voluntary escrow until 12 March 2022. UNQUOTED EQUITY SECURITIES The number of each class of unquoted equity securities on issue, and the number of holders in each such class, are as follows: Class of Equity Securities Number of unquoted Equity Securities Number of holders LTIP Options exercisable at $0.075 each, expiring on 30 June 2022 LTIP Options exercisable at $0.29 each, expiring on 30 June 2025 Warrant LTIP Performance rights 1,122,799 513,439 1 900,000 46 32 1 2 The Warrant is held by Pure Asset Management Pty Ltd ABN 46 616 178 771 in its capacity as trustee for The Income and Growth Fund. The Warrant was issued to the holder under a loan facility agreement, and is exercisable into 8,000,000 ordinary shares. All other unquoted equity securities on issue in the Company were issued under the Company’s Long Term Incentive Plan. 88 89 Hydrix annual report 2021 Hydrix annual report 2021 Hydrix Limited ABN: 84 060 369 048 30-32 Compark Circuit Mulgrave, Victoria, 3170 Australia +61 3 9550 8100 hydrix.com

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